Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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| CUSIP No. 87484T 108 | 13D |
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D | ||
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
TALOS ENERGY, INC.
(Name of Issuer)
COMMON STOCK, par value $0.01 per share
(Title of Class of Securities)
87484T 108
(CUSIP Number)
John F. Hartigan, Esq.
Morgan, Lewis & Bockius LLP
300 S. Grand Avenue, 22nd Floor
Los Angeles, CA 90071
(213) 612-2500
Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
N/A**
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule. 13d-7 for other parties to whom copies are to be sent.
* 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).
**On June 25, 2021, the Reporting Persons filed Amendment No. 3, which inadvertently reported that the Reporting Persons held 10,000 fewer shares than what was actually held on that date. The numbers reported in this amendment give effect to the sales that occurred on June 28th, 29th, and 30th.
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. AP Talos Energy LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 12,025,341 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 12,025,341 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,025,341 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 14.7% | |
| 14. | Type of Reporting Person OO |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. AP Talos Energy Debtco LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 1,616,653 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 1,616,653 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,616,653 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 2.0% | |
| 14. | Type of Reporting Person OO |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Talos Holdings, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedi ngs Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person PN |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Management VII, L.P | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) x | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person PN |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. AIF VII Management, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person OO |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Management, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person OO |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Management GP, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person OO |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Commodities Management, L.P., with respect to Series I | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person PN |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Commodities Management GP, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person OO |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Management Holdings, L.P. | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person PN |
| CUSIP No. 87484T 108 | 13D |
| 1. | Names of Reporting Persons. Apollo Management Holdings GP, LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group | ||
| (a) | o | ||
| (b) | o | ||
| 3. | SEC Use Only | ||
| 4. | Source of Funds | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||
| 6. | Citizenship or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power |
| 8. | Shared Voting Power 13,641,994 | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 13,641,994 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 13,641,994 | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares x | |
| 13. | Percent of Class Represented by Amount in Row (11) 16.7% | |
| 14. | Type of Reporting Person OO |
| CUSIP No. 87484T 108 | 13D |
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Talos Energy, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 500 Dallas Street, Suite 2000, Houston, TX 77002.
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D filed by the Reporting Persons on May 21, 2018, the Amendment No. 1 filed by the Reporting Persons on Schedule 13D on June 1, 2021 (“Amendment No. 1”), the Amendment No. 2 filed by the Reporting Persons on Schedule 13D on June 15, 2021 (“Amendment No. 2”), and the Amendment No. 3 filed by the Reporting Persons on Schedule 13D on June 25, 2021 (“Amendment No. 3”).
Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Schedule 13D, Amendment No. 1, Amendment No. 2, and Amendment No. 3.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
No change.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
AP Talos and Debtco are the record owners of an aggregate of 13,641,994 shares of the Issuer’s Common Stock, which represents approximately 16.7% of the Issuer’s outstanding Common Stock. Each of AP Talos and Debtco disclaims beneficial ownership of any shares of the Issuer’s common stock owned of record by the other, and each of Management VII, AIF VII, Apollo Management, Management GP, Commodities Management, Commodities Management GP, Management Holdings and Management Holdings GP disclaims beneficial ownership of any shares of the Issuer’s common stock owned of record by the AP Talos or Debtco, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(a) See also the information contained on the cover pages of this Amendment No. 4 on Schedule 13D which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 81,707,594 shares of Common Stock outstanding as of April 28, 2021, as reported by the Issuer on Form 10-Q for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 6, 2021.
(b) By virtue of the mutual agreement to vote their Common Stock in favor of each nominee nominated pursuant to the Stockholders’ Agreement, the Reporting Persons may be deemed to be members of a “group” with, and may be deemed to have or share indirect voting power over the 25,926,683 shares of Common Stock held of record by, entities affiliated with Riverstone (“the Riverstone Stockholders”). The Reporting Persons expressly disclaim any beneficial ownership of shares held of record by the Riverstone Stockholders and the number of shares reported in the cover pages as shared voting power does not include those shares of Common Stock. In the aggregate any group formed thereby would beneficially own 39,568,677 shares or approximately 48.4% of the Issuer’s Common Stock outstanding. The beneficial ownership of the Riverstone Stockholders has been reported separately on a Schedule 13D/A filed with the Securities and Exchange Commission on March 18, 2020.
| CUSIP No. 87484T 108 | 13D |
(c) During the previous 60 days AP Talos sold the following shares on the open market:
| 5/24/2021 | 3,664 |
| 5/25/2021 | 2,059 |
| 5/27/2021 | 32,536 |
| 5/28/2021 | 49,406 |
| 6/1/2021 | 100,000 |
| 6/2/2021 | 136,589 |
| 6/3/2021 | 78,641 |
| 6/4/2021 | 94,207 |
| 6/7/2021 | 97,773 |
| 6/8/2021 | 156,098 |
| 6/9/2021 | 91,298 |
| 6/10/2021 | 72,017 |
| 6/11/2021 | 84,853 |
| 6/14/2021 | 80,339 |
| 6/15/2021 | 93,543 |
| 6/16/2021 | 103,034 |
| 6/17/2021 | 149,429 |
| 6/18/2021 | 221,140 |
| 6/21/2021 | 126,099 |
| 6/22/2021 | 108,650 |
| 6/23/2021 | 2,195,319 |
| 6/24/2021 | 302,108 |
| 6/25/2021 | 475,304 |
| 6/28/2021 | 217,179 |
| 6/29/2021 | 171,802 |
| 6/30/2021 | 11,121 |
These sales occurred at prices ranging from $14.00 to $18.81 per share. The sales were conducted pursuant to a Rule 10b5-1 sales plan (“Sales Plan”) executed on October 8, 2020 with J.P. Morgan Securities LLC (“Broker”). Otherwise none of the Reporting Persons has effected any transactions of the Common Stock during the 60 days preceding the date of this Amendment No. 4.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits
No change.
| CUSIP No. 87484T 108 | 13D |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 30, 2021
| AP TALOS ENERGY LLC | ||||
| By: | /s/ James Elworth | |||
| Name: | James Elworth | |||
| Title: | Vice President | |||
| AP TALOS ENERGY DEBTCO LLC | ||||
| By: | /s/ James Elworth | |||
| Name: | James Elworth | |||
| Title: | Vice President | |||
| CUSIP No. 87484T 108 | 13D |
| APOLLO TALOS HOLDINGS, L.P. | ||||
| By: | Apollo Advisors VII (APO DC), L.P. | |||
| its general partner | ||||
| By: | Apollo Advisors VII (APO DC-GP), LLC | |||
| its general partner | ||||
| By: | /s/ James Elworth | |||
| Name: | James Elworth | |||
| Title: | Vice President | |||
| And | ||||
| By: | Apollo ANRP Advisors (APO DC), L.P. | |||
| its general partner | ||||
| By: | Apollo ANRP Advisors (APO DC-GP), LLC | |||
| its general partner | ||||
| By: | /s/ James Elworth | |||
| Name: | James Elworth | |||
| Title: | Vice President | |||
| APOLLO MANAGEMENT VII, L.P | ||||
| By: | AIF VII Management, LLC | |||
| its general partner | ||||
| By: | /s/ James Elworth | |||
| Name: | James Elworth | |||
| Title: | Vice President | |||
| CUSIP No. 87484T 108 | 13D |
| AIF VII MANAGEMENT, LLC | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT, L.P. | |||
| By: | Apollo Management GP, LLC | ||
| its general partner | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT GP, LLC | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I | |||
| By: | Apollo Commodities Management GP, LLC | ||
| its general partner | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO COMMODITIES MANAGEMENT GP, LLC | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| APOLLO MANAGEMENT HOLDINGS, L.P. | |||
| By: | Apollo Management Holdings GP, LLC | ||
| its general partner | |||
| By: | /s/ James Elworth | ||
| Name: | James Elworth | ||
| Title: | Vice President | ||
| CUSIP No. 87484T 108 | 13D |
| APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
| By: | /s/ James Elworth | |
| Name: | James Elworth | |
| Title: | Vice President | |