☐
|
Rule 13d-1(b)
|
☒
|
Rule 13d-1(c)
|
☐
|
Rule 13d-1(d)
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
EIGF Aggregator LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,582,742
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,582,742
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,582,742*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.6%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TE Drilling Aggregator LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
176,320
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
176,320
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
176,320*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.2%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Aurora C-I Holding L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,759,063
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,759,063
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,759,063*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.7%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Energy Income and Growth Fund I L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,582,742
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,582,742
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,582,742*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.6%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Associates EIGF L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,341,805
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,341,805
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,341,805*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.3%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR EIGF LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Energy Income and Growth Fund I-TE L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
176,320
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
176,320
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
176,320*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.2%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Associates EIGF TE L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
176,320
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
176,320
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
176,320*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.2%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Aurora Holding GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
2,759,063
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
2,759,063
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,759,063*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
2.7%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Upstream Associates LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Fund Holdings L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Upstream LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Fund Holdings GP Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Holdings L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR & Co. L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a) ☐
|
|||||
(b) ☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON(see instructions)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Management LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
5,518,125
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
OO
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Henry R. Kravis
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (see instructions)
|
|
|
||
IN
|
|
|
|||
|
|
CUSIP No.
|
96812T102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
George R. Roberts
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,518,125
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,518,125*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
5.5%*
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
|
||
IN
|
|
|
|||
|
|
(a) |
Name of Issuer:
|
(b) |
Address of Issuer’s Principal Executive Offices:
|
(a) |
Name of Person Filing:
|
(b) |
Address of Principal Business Office or, if None, Residence:
|
(c) |
Citizenship:
|
(d) |
Title and Class of Securities:
|
(e) |
CUSIP No.:
|
Item 4. |
Ownership.
|
(a) |
Amount beneficially owned:
|
(b)
|
Percent of class:
|
(c)
|
Number of shares as to which the person has:
|
(i) |
Sole power to vote or to direct the vote
|
(ii) |
Shared power to vote or to direct the vote
|
(iii) |
Sole power to dispose or to direct the disposition of
|
(iv) |
Shared power to dispose or to direct the disposition of
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
EIGF AGGREGATOR LLC
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
TE DRILLING AGGREGATOR LLC
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
AURORA C-I HOLDING L.P.
|
|||
By: Aurora Holding GP LLC, its general partner
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
KKR ENERGY INCOME AND GROWTH FUND I L.P.
|
|||
By: KKR Associates EIGF L.P., its general partner
|
|||
By: KKR EIGF LLC, its general partner | |||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
KKR ASSOCIATES EIGF L.P.
|
|||
By: KKR EIGF LLC, its general partner
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
KKR EIGF LLC
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
KKR ENERGY INCOME AND GROWTH FUND I-TE L.P.
|
|||
By: KKR Associates EIGF TE L.P., its general partner
|
|||
By: KKR EIGF LLC, its general partner
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
KKR ASSOCIATES EIGF TE L.P.
|
|||
By: KKR EIGF LLC, its general partner
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
AURORA HOLDING GP LLC
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
KKR UPSTREAM ASSOCIATES LLC
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
KKR FUND HOLDINGS L.P.
|
|||
By: KKR Group Holdings L.P., its general partner
|
|||
By: KKR Group Limited, its general partner
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Director
|
KKR UPSTREAM LLC
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Authorized Signatory
|
|||
KKR FUND HOLDINGS GP LIMITED
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Director
|
|||
KKR GROUP HOLDINGS L.P.
|
|||
By: KKR Group Limited, its general partner
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Director
|
|||
KKR GROUP LIMITED
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Director
|
|||
KKR & CO. L.P.
|
|||
By: KKR Management LLC, its general partner
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Chief Financial Officer
|
|||
KKR MANAGEMENT LLC
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact for William J. Janetschek,
|
||
Chief Financial Officer
|
HENRY R. KRAVIS
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact
|
||
GEORGE R. ROBERTS
|
|||
By:
|
/s/ Terence Gallagher
|
||
Name:
|
Terence Gallagher
|
||
Title:
|
Attorney-in-fact
|
Exhibit
Number
|
Title
|
|
Joint Filing Agreement, dated as of February 5, 2018, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
|
||
Power of Attorneys granted by Henry R. Kravis, George R. Roberts and William J. Janetschek.
|
EIGF AGGREGATOR LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
TE DRILLING AGGREGATOR LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
AURORA C-I HOLDING L.P.
|
||
By: Aurora Holding GP LLC, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
KKR ENERGY INCOME AND GROWTH FUND I L.P.
|
||
By: KKR Associates EIGF L.P., its general partner
|
||
By: KKR EIGF LLC, its general partner | ||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
KKR ASSOCIATES EIGF L.P.
|
||
By: KKR EIGF LLC, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
KKR EIGF LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
KKR ENERGY INCOME AND GROWTH FUND I-TE L.P.
|
||
By: KKR Associates EIGF TE L.P., its general partner
|
||
By: KKR EIGF LLC, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
KKR ASSOCIATES EIGF TE L.P.
|
||
By: KKR EIGF LLC, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
AURORA HOLDING GP LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
KKR UPSTREAM ASSOCIATES LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
KKR FUND HOLDINGS L.P.
|
||
By: KKR Group Holdings L.P., its general partner
|
||
By: KKR Group Limited, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Director
|
KKR UPSTREAM LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Authorized Signatory
|
||
KKR FUND HOLDINGS GP LIMITED
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Director
|
||
KKR GROUP HOLDINGS L.P.
|
||
By: KKR Group Limited, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Director
|
||
KKR GROUP LIMITED
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Director
|
||
KKR & CO. L.P.
|
||
By: KKR Management LLC, its general partner
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Chief Financial Officer
|
||
KKR MANAGEMENT LLC
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact for William J. Janetschek,
|
|
Chief Financial Officer
|
HENRY R. KRAVIS
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact
|
|
GEORGE R. ROBERTS
|
||
By:
|
/s/ Terence Gallagher
|
|
Name:
|
Terence Gallagher
|
|
Title:
|
Attorney-in-fact
|
/s/ Henry R. Kravis
|
|
Name: Henry R. Kravis
|
/s/ George R. Roberts
|
|
Name: George R. Roberts
|
/s/ William J. Janetschek
|
|
Name: William J. Janetschek
|