X0306 4 2018-06-09 0 0001690769 Alta Mesa Resources, Inc. /DE AMR 0001730172 McMullen William Wallace C/O ALTA MESA RESOURCES, INC. 15021 KATY FREEWAY, SUITE 400 HOUSTON TX 77094 1 0 1 0 Class C Common Stock 2018-02-09 4 J 0 81305340 A 2018-08-08 Class A Common Stock 81305340 81305340 I Please see footnotes Common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and have no expiration date. The securities were acquired in a business combination pursuant to which the Company acquired all of the equity interests in Alta Mesa Holdings, LP and Kingfisher Midstream, LLC (the "Business Combination"). In the Business Combination, the common units of SRII Opco, LP and shares of Class C Common Stock of the Company, considered as a unit, had an implied value of $10.00 per unit. BCE-AMH Holdings, LLC, a Delaware limited liability company, holds 13,717,224 shares of Class C Common Stock on account of its proportionate share of (a) 142,268,993 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa Holdings, LP. BCE-MESA Holdings, LLC, a Delaware limited liability company, holds 67,588,116 shares of Class C Common Stock on account of its proportionate share of (a) 142,268,993 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa, LP. Each of BCE-AMH Holdings, LLC and BCE-MESA Holdings, LLC (collectively, the "BCE Holders") are managed, directly or indirectly, by Bayou City Energy Management LLC ("BCEM"). The Mr. McMullen is the Managing Partner of BCEM. Each of BCEM (by virtue of its relationship with the BCE Holders) and Mr. McMullen (by virtue of his relationship with BCEM), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class C Common Stock which the BCE Holders beneficially own. Mr. McMullen disclaims beneficial ownership of such Class C Common Stock except to the extent of his pecuniary interest therein. Mr. McMullen (by virtue of his relationship to BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class C Common Stock which BCEM beneficially owns. Mr. McMullen disclaims beneficial ownership of such Class C Common Stock except to the extent of his pecuniary interest therein. /s/ William W. McMullen 2018-06-12