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*
Blue Star Exploration Corp

(Last) (First) (Middle)
ONE COWBOYS WAY

(Street)
FRISCO TX 75034

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMSTOCK RESOURCES INC [ CRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/16/2019
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)
Code V Amount (A) or (D) Price
Common Stock(1)(2) 07/16/2019 P 50,000,000 A $6(1)(2) 138,571,429(3) I See Footnote(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Redeemable Convertible Preferred Stock(1)(2) (5) 07/16/2019 P 175,000 07/16/2020(5) (5) Common Stock 43,750,000 (5) 175,000 I See Footnote(4)
1. Name and Address of Reporting Person*
Blue Star Exploration Corp

(Last) (First) (Middle)
ONE COWBOYS WAY

(Street)
FRISCO TX 75034

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Arkoma Drilling, L.P.

(Last) (First) (Middle)
ONE COWBOYS WAY

(Street)
FRISCO TX 75034

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Jones Jerral W.

(Last) (First) (Middle)
ONE COWBOYS WAY

(Street)
FRISCO TX 75034

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Williston Drilling, L.P.

(Last) (First) (Middle)
ONE COWBOYS WAY

(Street)
FRISCO TX 75034

(City) (State) (Zip)
Explanation of Responses:
1. On July 16, 2019, Arkoma Drilling, L.P., a Texas limited partnership ("Arkoma"), and Williston Drilling, L.P., a Texas limited partnership ("Williston"), purchased, and Comstock Resources, Inc., a Nevada corporation (the "Company"), issued and sold to Arkoma and Williston in the aggregate: (i) 50,000,000 shares of common stock, $0.50 par value per share ("Common Stock"), of the Company for total consideration of $300 million and (ii) 175,000 shares of Preferred Stock newly designated as Series B Redeemable Convertible Preferred Stock ("Series B Preferred Stock") for total consideration of $175 million, pursuant to the closing of the transactions contemplated by that certain Subscription Agreement, dated June 7, 2019, by and among the Company, Arkoma and Williston, which was entered into in connection with that certain Agreement and Plan of Merger, dated June 7, 2019, among the Company, Covey Park Energy, LLC,
2. (continued from footnote 1) a Delaware limited liability company, New Covey Park Energy LLC, a Delaware limited liability company, and, solely for purposes of Section 5.14 thereof, Covey Park Energy Holdings LLC, a Delaware limited liability company.
3. Includes 104,521,077 shares of Common Stock held by Arkoma and 34,050,352 shares of Common Stock held by Williston. Blue Star Exploration Company, a Texas limited liability company ("Blue Star"), is the sole general partner of each of Arkoma and Williston. Jerral W. Jones is a director and sole shareholder of Blue Star. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
4. Includes 132,003 shares of Series B Preferred Stock held by Arkoma and 42,997 shares of Series B Preferred Stock held by Williston. Blue Star is the sole general partner of each of Arkoma and Williston. Mr. Jones is a director and sole shareholder of Blue Star. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.
5. Each share of Series B Preferred Stock is convertible following July 16, 2020 into the number of shares of Common Stock equal to the quotient of (i) the sum of (A) the $1,000.00 per share plus (B) an amount equal to all accrued and unpaid dividends on such Series B Preferred stock to, and including, the date of conversion divided by (ii) $4.00 (unless otherwise adjusted pursuant to the terms of the Certificate of Designations of the Company, dated July 16, 2019). The Series B Preferred Stock have no expiration date.
Remarks:
/s/ Blue Star Exploration Company, by Roland O. Burns as attorney-in-fact 07/17/2019
/s/ Arkoma Drilling, L.P., by Roland O. Burns as attorney-in-fact 07/17/2019
/s/ Jerral W. Jones, by Roland O. Burns as attorney-in-fact 07/17/2019
/s/ Williston Drilling, L.P., by Roland O. Burns as attorney-in-fact 07/17/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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