Sec Form 4 Filing - Chappelle Harlan H. @ Alta Mesa Resources, Inc. /DE - 2018-06-09

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
Chappelle Harlan H.
2. Issuer Name and Ticker or Trading Symbol
Alta Mesa Resources, Inc. /DE [ AMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O ALTA MESA RESOURCES, INC., 15021 KATY FREEWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2018
(Street)
HOUSTON, TX77094
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
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
Class C Common Stock ( 1 ) ( 1 ) 02/09/2018 J( 2 ) 3,615,262 08/08/2018 ( 1 ) Class A Common Stock 3,615,262 ( 3 ) 3,615,262 I By High Mesa Holdings, LP ( 4 ) ( 6 )
Class C Common Stock ( 1 ) ( 1 ) 02/09/2018 J( 2 ) 8,700,946 08/08/2018 ( 1 ) Class A Common Stock 8,700,946 ( 3 ) 12,316,208 I By High Mesa Inc. ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chappelle Harlan H.
C/O ALTA MESA RESOURCES, INC.
15021 KATY FREEWAY, SUITE 400
HOUSTON, TX77094
X X CEO
Signatures
/s/ Kimberly o. Warnica, Attorney-in-Fact 06/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and have no expiration date.
( 2 )The securities were acquired in a business combination pursuant to which the Company acquired all of the equity interests in Alta Mesa Holdings, LP and Kingfisher Midstream, LLC (the "Business Combination").
( 3 )In the Business Combination, the common units of SRII Opco, LP and shares of Class C Common Stock of the Company, considered as a unit, had an implied value of $10.00 per unit.
( 4 )The reporting person's proportionate share of (a) 137,175,136 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 46,906,960 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company that are issuable if the Class A Common Stock trades above certain thresholds (the "Earn-Out Shares"), in each case held by High Mesa Holdings, LP.
( 5 )The reporting person's proportionate share of (a) 142,268,993 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa, Inc.
( 6 )The reporting person is party to a voting agreement with respect to more than 10% of the outstanding shares of the Company's Class A Common Stock and therefore, by rule, may be considered the beneficial owner of such shares.

Remarks:
Exhibit 24: Power of Attorney

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