Sec Form 4 Filing - BAYOU CITY ENERGY MANAGEMENT LLC @ Alta Mesa Resources, Inc. /DE - 2018-08-17

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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
BAYOU CITY ENERGY MANAGEMENT LLC
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ALTA MESA RESOURCES, INC., 15021 KATY FREEWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2018
(Street)
HOUSTON, TX77094
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
Class A Common Stock 08/17/2018 08/17/2018 P 1,381,800 A $ 4.34 1,381,800 I Through BCE-AMR Holdings LLC ( 4 ) ( 5 )
Class A Common Stock 08/20/2018 08/20/2018 P 950,000 A $ 4.25 2,331,800 I Through BCE-AMR Holdings LLC ( 4 ) ( 5 )
Class A Common Stock 08/21/2018 08/21/2018 P 1,069,000 A $ 4.41 3,400,800 I Through BCE-AMR Holdings LLC ( 4 ) ( 5 )
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 ) 08/08/2018 ( 1 ) Class A Common Stock 81,305,340 81,305,340 I Please see footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAYOU CITY ENERGY MANAGEMENT LLC
C/O ALTA MESA RESOURCES, INC.
15021 KATY FREEWAY, SUITE 400
HOUSTON, TX77094
X X
McMullen William Wallace
C/O ALTA MESA RESOURCES, INC.
15021 KATY FREEWAY, SUITE 400
HOUSTON, TX77094
X X
Signatures
/s/ William W. McMullen, Managing Director, Bayou City Energy Management LLC 08/21/2018
Signature of Reporting Person Date
/s/ William W. McMullen 08/21/2018
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 )BCE-AMH Holdings, LLC, a Delaware limited liability company, holds 13,717,224 shares of Class C Common Stock on account of its 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 Holdings, LP.
( 3 )BCE-MESA Holdings, LLC, a Delaware limited liability company, holds 67,588,116 shares of Class C Common Stock on account of its 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, LP.
( 4 )Each of BCE-AMH Holdings, LLC and BCE-MESA Holdings, LLC (collectively, the "BCE Holders"), and BCE-AMR Holdings LLC ("BCE-AMR"), are managed, directly or indirectly, by Bayou City Energy Management LLC ("BCEM"). William W. McMullen is the Managing Partner of BCEM. Each of BCEM (by virtue of its relationship with the BCE Holders and BCE-AMR) and Mr. McMullen (by virtue of his relationship with BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class C Common Stock which the BCE Holders beneficially own and the Class A Common Stock which BCE-AMR owns. Mr. McMullen disclaims beneficial ownership of such Class A Common Stock and Class C Common Stock except to the extent of his pecuniary interest therein.
( 5 )(Continued from footnote 4) Mr. McMullen (by virtue of his relationship to BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class A Common Stock and the Class C Common Stock which BCEM beneficially owns. Mr. McMullen disclaims beneficial ownership of such Class A Common Stock and Class C Common Stock except to the extent of his pecuniary interest therein.

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