0000902664-24-002794.txt : 20240409 0000902664-24-002794.hdr.sgml : 20240409 20240409170011 ACCESSION NUMBER: 0000902664-24-002794 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240409 DATE AS OF CHANGE: 20240409 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILVERBOW RESOURCES, INC. CENTRAL INDEX KEY: 0000351817 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 203940661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33333 FILM NUMBER: 24833406 BUSINESS ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 2818742700 MAIL ADDRESS: STREET 1: 920 MEMORIAL CITY WAY STREET 2: SUITE 850 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: SWIFT ENERGY CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kimmeridge Energy Management Company, LLC CENTRAL INDEX KEY: 0001706220 ORGANIZATION NAME: IRS NUMBER: 454106121 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15 LITTLE WEST 12TH STREET STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-517-7252 MAIL ADDRESS: STREET 1: 15 LITTLE WEST 12TH STREET STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 SC 13D/A 1 p24-1393sc13da.htm SILVERBOW RESOURCES, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 

SilverBow Resources, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

82836G102

(CUSIP Number)
 
Benjamin Dell
Kimmeridge Energy Management Company, LLC
15 Little West 12th Street, 4th Floor
New York, NY 10014
 
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

April 5, 2024

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

(Page 1 of 4 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 82836G102SCHEDULE 13D/APage 2 of 4 Pages

 

1

NAME OF REPORTING PERSON

Kimmeridge Energy Management Company, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

3,281,356

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

3,281,356

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,281,356

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

12.9%

14

TYPE OF REPORTING PERSON

OO, IA

         

 

 

CUSIP No. 82836G102SCHEDULE 13D/APage 3 of 4 Pages

 

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D filed by the Reporting Person on September 23, 2022 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by the Reporting Person on February 21, 2024 (“Amendment No. 1”) and Amendment No. 2 to the Original Schedule 13D filed by the Reporting Person on March 13, 2024 (“Amendment No. 2”, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 3, the “Schedule 13D”) as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.

 

Item 4. PURPOSE OF TRANSACTION
 

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

  In light of Cristoph Majeske’s decision to resign from the Board following the submission of a shareholder proposal seeking to remove Mr. Majeske from the Board by two subsidiaries of funds advised by the Reporting Person (the “Removal Proposal”), such subsidiaries withdrew their intention to present the Removal Proposal at the Issuer’s 2024 annual meeting of shareholders by notice to the Issuer on April 5, 2024.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 

 

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

  In the event they are elected to the Board, each of the Nominees intends to invest any after-tax proceeds received in connection with their respective Nominee Agreements to purchase shares of the Company.

 

CUSIP No. 82836G102SCHEDULE 13D/APage 4 of 4 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 9, 2024

 

  KIMMERIDGE ENERGY MANAGEMENT COMPANY, LLC
     
     
  By: /s/  Tamar Goldstein  
  Name: Tamar Goldstein
  Title: General Counsel