Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
TELLURIAN INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87968A104
(CUSIP Number)
Lee Young
Legal Director, Corporate Transactions
TOTAL S.A.
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
011-331-4744-4546
Copies to:
Bryn A. Sappington
Paul S. Conneely
Norton Rose Fulbright US LLP
2200 Ross Avenue, Suite 3600
Dallas, Texas 75201
214-855-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 8, 2020
(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).
CUSIP No. 87968A104
| 1 |
NAMES OF REPORTING PERSONS:
TOTAL S.A. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
France | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 | ||||
| 8 | SHARED VOTING POWER:
45,240,810 | 9 | SOLE DISPOSITIVE POWER:
0 |
|||
| 10 | SHARED DISPOSITIVE POWER:
45,240,810 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
45,240,810 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
17.55% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO | |||||
| (1) | Based on 257,835,259 shares of Tellurian Inc.’s common stock issued and outstanding as of April 24, 2020, as set forth in Tellurian Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Securities and Exchange Commission on May 4, 2020. |
| 1 |
NAMES OF REPORTING PERSONS:
TOTAL Delaware, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY:
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS 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:
0 | ||||
| 8 | SHARED VOTING POWER:
45,240,810 | |||||
| 9 | SOLE DISPOSITIVE POWER:
0 | |||||
| 10 | SHARED DISPOSITIVE POWER:
45,240,810 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
45,240,810 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
17.55% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO | |||||
| (1) | Based on 257,835,259 shares of Tellurian Inc.’s common stock issued and outstanding as of April 24, 2020, as set forth in Tellurian Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Securities and Exchange Commission on May 4, 2020. |
The Schedule 13D filed on February 27, 2017 (the “Schedule 13D”) by TOTAL S.A., a société anonyme organized under the laws of the Republic of France (“Total SA”), and TOTAL Delaware, Inc., a Delaware corporation (“Total Delaware” and, together with Total SA, the “Reporting Persons”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of Tellurian Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 filed on May 11, 2017, Amendment No. 2 filed on February 19, 2019, Amendment No. 3 filed on April 5, 2019 and Amendment No. 4 filed on July 12, 2019, is hereby amended and supplemented as set forth below by this Amendment No. 5 to the Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
Subject to applicable securities laws and regulations, market conditions and other factors, the Reporting Persons have sold and currently plan to continue to sell a portion of the shares of Common Stock beneficially owned by the Reporting Persons from time to time in open market transactions pursuant to Rule 144 and may sell additional shares of Common Stock pursuant to the Issuer’s registration statement covering the resale of the shares of Common Stock held by the Reporting Persons, in privately negotiated transactions or otherwise.
Notwithstanding the foregoing, the Reporting Persons may modify their current plans depending on the Reporting Persons’ evaluation of various factors, including the investment potential of the Common Stock, the Issuer’s business prospects and financial position, other developments concerning the Issuer, opportunities that may be available to the Issuer, the price level and availability of the Common Stock, available opportunities to acquire or dispose of the Common Stock, conditions in the securities markets and general economic and industry conditions, commodity prices, reinvestment opportunities and other factors deemed relevant by the Reporting Persons. As a result of the foregoing, subject to applicable securities laws and regulations, market conditions and other factors, the Reporting Persons may purchase additional securities of the Issuer, maintain their present ownership of securities of the Issuer or sell some or all of the securities of the Issuer. Furthermore, the Reporting Persons continue to reserve the right to formulate plans or make proposals, and take such action with respect thereto, including any or all of the items set forth in subsections (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and supplemented with the following:
(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. As of the close of business on July 9, 2020, the Reporting Persons are the beneficial owner of 45,240,810 shares of Common Stock.
The percentage of beneficial ownership of the Reporting Persons was calculated by dividing (i) the 45,240,810 shares of Common Stock beneficially owned by the Reporting Persons as of the close of business on July 9, 2020 by (ii) 257,835,259 shares of Common Stock issued and outstanding as of April 24, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the Securities and Exchange Commission on May 4, 2020.
To the knowledge of the Reporting Persons, the executive officers and directors of the Reporting Persons have no beneficial ownership of Common Stock separate from the beneficial ownership held by the Reporting Persons.
(c) The table below specifies the date, amount and weighted average per share price of shares of Common Stock sold by the Reporting Persons during the 60-day period prior to the close of business on July 9, 2020. All transactions reflected in the table below were effected in the open market on the NASDAQ Capital Market. To the knowledge of the Reporting Persons, there have been no transactions by any director or executive officer of any of the Reporting Persons in securities of the Issuer during such 60-day period.
| Reporting Person |
Trade Date | Number of Shares | Price Per Share | |||||||||
| Total Delaware, Inc. |
07/08/2020 | 595,833 | $ | 1.0321 | (1) | |||||||
| Total Delaware, Inc. |
07/09/2020 | 163,356 | $ | 1.0164 | (2) | |||||||
| (1) | The price reported is the weighted average price. The shares were sold in multiple transactions by Total Delaware, Inc. at prices ranging from $1.01 to $1.05 per share, inclusive. The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions. |
| (2) | The price reported is the weighted average price. The shares were sold in multiple transactions by Total Delaware, Inc. at prices ranging from $1.00 to $1.04 per share, inclusive. The reporting persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Per share prices exclude commissions. |
(d) Not applicable.
(e) Not applicable.
Signatures
After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: July 10, 2020 | TOTAL S.A. | |||||
| By: | /s/ Aurélien Hamelle | |||||
| Name: Aurélien Hamelle Title: General Counsel | ||||||
| TOTAL DELAWARE, INC. | ||||||
| By: | /s/ Vincent Stoquart | |||||
| Name: Vincent Stoquart Title: President | ||||||