Sec Form 4 Filing - RALEIGH MICHAEL PATRICK @ Pressburg, LLC - 2019-12-06

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
RALEIGH MICHAEL PATRICK
2. Issuer Name and Ticker or Trading Symbol
Pressburg, LLC [ ROAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
14701 HERTZ QUAIL SPRINGS PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2019
(Street)
OKLAHOMA CITY, OK73134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A common stock 12/06/2019 D 76,269,766 ( 1 ) ( 2 ) ( 3 ) D 0 I See Footnote ( 2 ) ( 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 (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
RALEIGH MICHAEL PATRICK
14701 HERTZ QUAIL SPRINGS PARKWAY
OKLAHOMA CITY, OK73134
X
Signatures
/s/ Will Jordan, attorney-in-fact 12/06/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, on December 6, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger, each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer was cancelled and converted into a right to receive $1.52 in cash.
( 2 )Includes 76,269,766 shares of Class A common stock held directly by Roan Holdings, LLC ("Roan Holdings"). JVL Advisors, LLC ("JVL"), indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children's Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP, beneficially owns an approximate 74.14% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is the Reporting Person. The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings;
( 3 )(Continued from Footnote 2) thus, the Reporting Person may also be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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