Sec Form 4 Filing - HIGHFIELDS CAPITAL MANAGEMENT LP @ Silver Run Acquisition Corp II - 2017-09-29

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
HIGHFIELDS CAPITAL MANAGEMENT LP
2. Issuer Name and Ticker or Trading Symbol
Silver Run Acquisition Corp II [ SRUN]
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)
200 CLARENDON STREET,, 59TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/29/2017
(Street)
BOSTON, MA02116
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 09/29/2017 S 3,241,000 D $ 10.17 8,259,000 I See footnote ( 1 ) ( 2 )
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
HIGHFIELDS CAPITAL MANAGEMENT LP
200 CLARENDON STREET,
59TH FLOOR
BOSTON, MA02116
X
HIGHFIELDS GP LLC
C/O HIGHFIELDS CAPITAL MANAGEMENT LP
200 CLARENDON STREET, 59TH FLOOR
BOSTON, MA02116
X
JACOBSON JONATHON S
C/O HIGHFIELDS CAPITAL MANAGEMENT LP
200 CLARENDON STREET, 59TH FLOOR
BOSTON, MA02116
X
Signatures
/s/ Scott D. Pomfret, Highfields Capital Management LP 10/03/2017
Signature of Reporting Person Date
/s/ Scott D. Pomfret, Highfields GP LLC 10/03/2017
Signature of Reporting Person Date
/s/ Scott D. Pomfret as attorney-in-fact, Jonathon S. Jacobson 10/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement on Form 4 is being jointly filed by Highfields Capital Management LP, Highfields GP LLC and Jonathon S. Jacobson (collectively, the "Reporting Persons"). Highfields Capital Management LP is a registered investment advisor. The principal business of Highfields Capital Management LP is to act as an investment advisor to various private investment limited partnerships. Highfields GP LLC, as the General Partner of Highfields Capital Management LP, and Jonathan S. Jacobson, as the Managing Member of Highfields GP LLC, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Highfields Capital Management LP. This statement relates to securities held for the account of private investment funds for which Highfields Capital Management LP acts as investment manager: Highfields Capital I LP, Highfields Capital II LP, Highfields Capital IV LP, and Highfields Capital Ltd.
( 2 )The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof.

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