Sec Form 4 Filing - Hicks George G @ LILIS ENERGY, INC. - 2017-11-15

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Hicks George G
2. Issuer Name and Ticker or Trading Symbol
LILIS ENERGY, INC. [ LLEX]
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)
901 MARQUETTE AVE. S., SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2017
(Street)
MINNEAPOLIS, MN055402
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
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
Convertible Debt $ 5.5 11/15/2017 J 1,625,426 11/15/2017 04/26/2021 Common Stock, $0.001 par value 1,625,426 ( 3 ) $ 5.5 7,047,040 I See footnotes ( 1 ) ( 2 ) ( 4 ) ( 10 ) ( 11 ) ( 12 )
Convertible Debt $ 5.5 11/15/2017 J 1,156,553 11/15/2017 04/26/2021 Common Stock, $0.001 par value 1,156,553 ( 3 ) $ 5.5 5,014,240 I See footnotes ( 1 ) ( 2 ) ( 5 ) ( 10 ) ( 11 ) ( 12 )
Convertible Debt $ 5.5 11/15/2017 J 507,946 11/15/2017 04/26/2021 Common Stock, $0.001 par value 507,946 ( 3 ) $ 5.5 2,202,200 I See footnotes ( 1 ) ( 2 ) ( 6 ) ( 10 ) ( 11 ) ( 12 )
Convertible Debt $ 5.5 11/15/2017 J 324,437 11/15/2017 04/26/2021 Common Stock, $0.001 par value 324,437 ( 3 ) $ 5.5 1,016,400 I See footnotes ( 1 ) ( 2 ) ( 7 ) ( 10 ) ( 11 ) ( 12 )
Convertible Debt $ 5.5 11/15/2017 J 117,219 11/15/2017 04/26/2021 Common Stock, $0.001 par value 117,219 ( 3 ) $ 5.5 508,200 I See footnotes ( 1 ) ( 2 ) ( 8 ) ( 10 ) ( 11 ) ( 12 )
Convertible Debt $ 5.5 11/15/2017 J 265,695 11/15/2017 04/26/2021 Common Stock, $0.001 par value 265,695 ( 3 ) $ 5.5 1,151,920 I See footnotes ( 1 ) ( 2 ) ( 9 ) ( 10 ) ( 11 ) ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hicks George G
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Fund XI (Master), L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Fund XI G.P., LLC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Fund XII (Master), L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Fund XII G.P., L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Fund XII UGP, LLC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Skyway Master Fund, L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Skyway fund G.P., LLC
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Investment Partners (Offshore) Master, L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Varde Fund VI-A, L.P.
901 MARQUETTE AVE. S., SUITE 3300
MINNEAPOLIS, MN055402
X
Signatures
GEORGE G. HICKS, By: /s/ George G. Hicks, Name: George G. Hicks 11/17/2017
** Signature of Reporting Person Date
THE VARDE FUND XI (Master), L.P., By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
THE VARDE FUND XI G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
THE VARDE FUND XII (MASTER), L.P., By: The Varde Fund XII G.P., L.P., Its General Partner, By: The Varde Fund XII UGP, LLC, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David. A Marple, Name: David A. Marple, Title: Gen 11/17/2017
** Signature of Reporting Person Date
THE VARDE FUND XII G.P., L.P., By: The Varde Fund XII UGP, LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
THE VARDE FUND XII UGP, LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
THE VARDE SKYWAY MASTER FUND, L.P., By: Varde Skyway Fund G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
THE VARDE SKYWAY FUND G.P., LLC, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
VARDE INVESTMENT PARTNERS (OFFSHORE) MASTER, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., By: Varde Partners, Inc., By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
THE VARDE FUND VI-A, L.P., By: Varde Investment Partners G.P., LLC, Its General Partner, By: Varde Partners, L.P., Its Managing Member, By: Varde Partners, Inc., Its General Partner, By: /s/ David. A Marple, Name: David A. Marple, Title: General Counsel 11/17/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. On November 15, 2017, the Issuer borrowed an additional $25 million of delayed draw term loans made available for borrowing pursuant to an amendment to the Credit Agreement.
( 2 )(Continued from Footnote1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share.
( 3 )The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $25 million of delayed draw terms loans.
( 4 )Reflects securities held directly by The Varde Fund XI (Master), L.P. ("Fund XI"). The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI.
( 5 )Reflects securities held directly by The Varde Fund XII (Master), L.P. ("Fund XII"). The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP.
( 6 )Reflects securities held directly by The Varde Skyway Master Fund, L.P. ("Skyway Fund"). The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund.
( 7 )Reflects securities held directly by Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore"). Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore.
( 8 )Reflects securities held directly by The Varde Fund VI-A, L.P. ("Fund VI-A"). VIP GP is the general partner of Fund VI-A.
( 9 )Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP.
( 10 )Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities.
( 11 )Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4.
( 12 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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