Sec Form 4 Filing - BAIN CAPITAL CREDIT MEMBER, LLC @ TALOS ENERGY INC. - 2023-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BAIN CAPITAL CREDIT MEMBER, LLC
2. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2023
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/05/2023 S 25,003 ( 1 ) D $ 13.47 15,120,372 I See FN ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN CAPITAL CREDIT MEMBER, LLC
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Credit Managed Account (E), L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Credit Managed Account (PSERS), L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Distressed & Special Situations 2013 (AIV I), L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Distressed & Special Situations 2013 (B), L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Distressed & Special Situations 2016 (A), L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
Bain Capital Distressed & Special Situations 2016 (F), L.P.
200 CLARENDON STREET
BOSTON, MA02116
X
SANKATY CREDIT OPPORTUNITIES IV LP
200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
Bain Capital Credit Member, LLC /s/ Michael Treisman, Partner and General Counsel 06/05/2023
Signature of Reporting Person Date
BAIN CAPITAL CREDIT MANAGED ACCOUNT (E), L.P., by Bain Capital Credit Managed Account Investors (E), L.P., its general partner, by Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel 06/05/2023
Signature of Reporting Person Date
BAIN CAPITAL CREDIT MANAGED ACCOUNT (PSERS), L.P., by Bain Capital Credit Managed Account Investors, LLC, its general partner, by Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel 06/05/2023
Signature of Reporting Person Date
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (AIV I), L.P., By: Bain Capital Distressed and Special Situations 2013 Investors (A), L.P., its GP, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner & General Counsel 06/05/2023
Signature of Reporting Person Date
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2013 (B), L.P., By: Bain Capital Distressed and Special Situations 2013 Investors (B), L.P., its GP, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner & General Counsel 06/05/2023
Signature of Reporting Person Date
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (A), L.P., By: Bain Capital Distressed and Special Situations 2016 Investors (A), L.P., its GP, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner & General Counsel 06/05/2023
Signature of Reporting Person Date
BAIN CAPITAL DISTRESSED & SPECIAL SITUATIONS 2016 (F), L.P, By: Bain Capital Distressed and Special Situations 2016 Investors (F), L.P., its GP, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner & General Counsel 06/05/2023
Signature of Reporting Person Date
SANKATY CREDIT OPPORTUNIITES IV, L.P. By: Sankaty Credit Opportunities Investors IV, LLC, its general partner, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel 06/05/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction includes 25,003 shares of Common Stock ("Shares") sold by Bain Capital Credit, LP on behalf of various managed accounts.
( 2 )Bain Capital Credit Managed Account (E), L.P. directly holds 1,437,872 Shares. Bain Capital Credit Managed Account (PSERS), L.P. directly holds 207,382 Shares. Bain Capital Distressed & Special Situations 2013 (AIV I), L.P. directly holds 3,607,477 Shares. Bain Capital Distressed & Special Situations 2013 (B), L.P. directly holds 425,945 Shares. Bain Capital Distressed & Special Situations 2016 (A), L.P. directly holds 1,298,868 Shares. Bain Capital Distressed & Special Situations 2016 (F), L.P. directly holds 1,131,518 Shares. Sankaty Credit Opportunities IV, L.P. directly holds 1,129,580 Shares. BCC EnVen Investments (2016), L.P. directly holds 2,170,800 Shares. (cont'd)
( 3 )BCC EnVen (S) directly holds 382,157 Shares. With respect to BCC EnVen (S) and each of the entities listed in footnote 1, (the "BCCM Holders"), Bain Capital Credit Member, LLC ("BCCM") may be deemed to have voting and dispositive power of the aggregate 11,791,599 shares of Common Stock directly held by the BCCM Holders.
( 4 )BCC EnVen Investments (2013), L.P. ("BCC EnVen 2013") directly holds 2,875,746 shares of Common Stock. Bain Capital Credit Member II, LLC ("BCCM II") is the GP of BCC EnVen 2013. BCCM II may be deemed to have voting and dispositive power over 2,875,746 shares of Common Stock held by BCC EnVen 2013.
( 5 )Bain Capital Credit, LP ("BCC") serves as investment manager to various client accounts, and, in this capacity, has voting and dispositive power over 453,027 shares of Common Stock directly held in such managed accounts.
( 6 )Each Reporting Person, BCCM, BCCM Holder, BCC, and BCC EnVen 2013 disclaim beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein, and the filing of this Form 3 shall not be deemed an admission by any of the foregoing of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.
( 7 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

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