SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last)

(First)

(Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2020		M		4,960,000	A	$0⁽¹⁾	4,960,000	I	By ILX Holdings, LLC⁽²⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/30/2020		M		4,510,000	A	$0⁽¹⁾	4,510,000	I	By ILX Holdings II, LLC⁽²⁾⁽³⁾⁽⁵⁾
Common Stock	03/30/2020		M		130,000	A	$0⁽¹⁾	130,000	I	By ILX Holdings III, LLC⁽²⁾⁽⁴⁾⁽⁵⁾
Common Stock	03/30/2020		M		1,400,000	A	$0⁽¹⁾	1,400,000	I	By Castex Energy 2014, LLC⁽²⁾⁽³⁾⁽⁵⁾
Common Stock								13,669,287	I	By Riverstone Talos Energy Equityco LLC⁽²⁾⁽³⁾⁽⁵⁾
Common Stock								1,257,396	I	By Riverstone Talos Energy Debtco LLC⁽²⁾⁽³⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	03/30/2020		M			49,600	⁽¹⁾	⁽¹⁾	Common Stock	4,960,000	$0⁽¹⁾	0	I	By ILX Holdings, LLC⁽²⁾⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/30/2020		M			45,100	⁽¹⁾	⁽¹⁾	Common Stock	4,510,000	$0⁽¹⁾	0	I	By ILX Holdings II, LLC⁽²⁾⁽³⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/30/2020		M			1,300	⁽¹⁾	⁽¹⁾	Common Stock	130,000	$0⁽¹⁾	0	I	By ILX Holdings III, LLC⁽²⁾⁽⁴⁾⁽⁵⁾
Series A Convertible Preferred Stock	⁽¹⁾	03/30/2020		M			14,000	⁽¹⁾	⁽¹⁾	Common Stock	1,400,000	$0⁽¹⁾	0	I	By Castex Energy 2014, LLC⁽²⁾⁽³⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last)

(First)

(Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Riverstone/Gower Mgmt Co Holdings, L.P.

(Last)

(First)

(Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Riverstone Management Group, L.L.C.

(Last)

(First)

(Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LEUSCHEN DAVID M

(Last)

(First)

(Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAPEYRE PIERRE F JR

(Last)

(First)

(Middle)

712 FIFTH AVENUE 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On February 28, 2020, as partial consideration for the Issuer's acquisition of certain limited liability company interests, the Issuer issued an aggregate 110,000 shares of Series A Convertible Preferred Stock to ILX Holdings, LLC ("ILX Holdings"), ILX Holdings II, LLC ("ILX Holdings II"), ILX Holdings III, LLC ("ILX Holdings III") and Castex Energy 2014, LLC ("Castex 2014"). Each share of Series A Convertible Preferred Stock converted into 100 shares of the Issuer's common stock on March 30, 2020, which is 20 calendar days following the stated date of distribution to the Issuer's stockholders of a definitive Information Statement on Schedule 14C relating to the conversion of such Series A Convertible Preferred Stock.

2. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Holdings").

3. Holdings is the sole shareholder of Riverstone Energy GP V Corp ("Riverstone Corp"), which is the managing member of Riverstone Energy GP V, LLC ("Riverstone GP"), which is the general partner of Riverstone Energy Partners V, L.P. ("Riverstone Energy Partners V"), which is the general partner of Riverstone Global Energy and Power Fund V (FT), L.P. ("Riverstone Energy Fund V"), which is the general partner of Riverstone V Talos Holdings, L.P. ("Riverstone Aggregator"), which is the managing member of Riverstone Talos Energy Equityco LLC ("Riverstone Equityco") and the sole manager of Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"). In addition of Riverstone Energy Partners V and Riverstone Energy Fund V own an indirect interest in Castex 2014, and Riverstone Energy Partners V owns an indirect interest in ILX Holdings II.

4. Holdings is the owner of the ultimate general partners of each of ILX Holdings and ILX Holdings III.

5. Each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower and Holdings may be deemed to share beneficial ownership of the securities held of record by ILX Holdings and ILX Holdings III, and each of the foregoing entities and persons, together with Riverstone Corp, Riverstone GP, Riverstone Energy Partners V and Riverstone Energy Fund V may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and ILX Holdings II, and such entities and persons, together with Riverstone Aggregator, may be deemed to share beneficial ownership of the securities held of record by Riverstone Equityco and Riverstone Debtco. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

Each of Robert M. Tichio and Rajen Mahagaokar serve on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act. Due to the limitations of the electronic filing system, Riverstone Talos Energy Equityco LLC, Riverstone V Talos Holdings, L.P., Riverstone Global Energy and Power Fund V (FT), L.P., Riverstone Energy Partners V, L.P., Riverstone Energy GP V, LLC, and Riverstone Energy GP V Corp are filing a separate Form 4.

	Riverstone Holdings LLC by: /s/ Peter Haskopoulos, Authorized Person	04/01/2020
	Riverstone/Gower Mgmt Co. Holdings, L.P. by: Riverstone Management Group, L.L.C.., its general partner by: /s/ Peter Haskopoulos, Manager	04/01/2020
	Riverstone Management Group, L.L.C. by: /s/ Peter Haskopoulos, Manager	04/01/2020
	/s/ David M. Leuschen	04/01/2020
	/s/ Pierre F. Lapeyre, Jr	04/01/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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