Sec Form 4/A Filing - Duncan Timothy S. @ TALOS ENERGY INC. - 2022-03-05

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FORM 4/A
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
Duncan Timothy S.
2. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
333 CLAY STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
03/05/2022
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
03/08/2022
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
Common Stock( 1 ) 03/05/2022 A 96,759( 2 ) A $ 0 328,533( 2 ) D
Common Stock 776,367( 3 ) D
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
Performance Share Unit ( 4 ) 03/05/2022 A 96,759( 5 ) ( 4 ) ( 4 ) Common Stock 96,759( 5 ) $ 0 96,759( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Duncan Timothy S.
333 CLAY STREET, SUITE 3300
HOUSTON, TX77002
X See Remarks
Signatures
/s/ William S. Moss III, attorney-in-fact 09/30/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.01 per share (a "Share"), of Talos Energy Inc. (the "Issuer"). The RSUs were issued pursuant to the Talos Energy Inc. Long Term Incentive Plan and will vest ratably on each of March 5, 2023, March 5, 2024 and March 5, 2025.
( 2 )On March 8, 2022, the reporting person filed a Form 4, which inadvertently reported that he was granted 90,827 RSUs. This amended Form 4 is being filed for the purpose of amending and restating the disclosure regarding that transaction in the initial Form 4, to correctly reflect that the reporting person was granted 96,759 RSUs.
( 3 )On March 8, 2022, the reporting person filed a Form 4, which inadvertently reported in Table I, column 5 that the amount of securities beneficially owned following the three reported transactions was 750,046 Shares. This amended Form 4 is being filed for the purpose of amending the disclosure. The reporting person beneficially owned, as of the date of the original Form 4 filed on March 8, 2022, 755,978 Shares, and the reporting person beneficially owns, as of the date of this amended filing, 776,367 Shares.
( 4 )Each performance share unit ("PSU") represents a contingent right to receive one Share. Between 0% and 200% of the target number of PSUs granted are eligible to vest based on continued employment and the Issuer's annualized absolute total shareholder return over the period from January 1, 2022 through December 31, 2024.
( 5 )On March 8, 2022, the reporting person filed a Form 4, which inadvertently reported that he was granted 90,827 PSUs. This amended Form 4 is being filed for the purpose of amending and restating the disclosure regarding that transaction in the initial Form 4, to correctly reflect that the reporting person was granted 96,759 PSUs.

Remarks:
President & Chief Executive Officer

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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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