Sec Form 3 Filing - Spath John B. @ TALOS ENERGY INC. - 2023-12-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Spath John B.
2. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ 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)
12/01/2023
(Street)
HOUSTON, TX77002
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
Common Stock 59,651 ( 1 ) 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 ( 2 ) ( 2 ) ( 2 ) Common Stock 29,623 ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spath John B.
333 CLAY STREET, SUITE 3300
HOUSTON, TX77002
See Remarks
Signatures
/s/ William S. Moss III, attorney-in-fact 12/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 4,539 restricted stock units ("RSUs") granted on March 8, 2021, which vest on March 8, 2024, (ii) 9,677 RSUs granted on March 5, 2022, 4,838 of which vest on March 5, 2024 and 4,839 of which vest on March 5, 2025, (iii) 30,326 RSUs granted on March 5, 2022, which vest on March 5, 2024 and (iv) 15,109 RSUs granted March 24, 2023, of which 5,036 vest March 24, 2024, 5,036 vest on March 24, 2025 and 5,037 vest on March 24, 2026. Each RSU was issued pursuant to the Talos Energy Inc. 2021 Long Term Incentive Plan (the "LTIP") and represents a contingent right to receive one share of common stock, par value $0.01 per share of Talos Energy Inc. (a "Share") upon vesting. The RSUs were compensatory awards and were received for no cash consideration.
( 2 )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 (i) January 1, 2022 through December 31, 2024 with respect to 14,514 PSUs and (ii) January 1, 2023 through December 31, 2025 with respect to 15,109 PSUs. The PSUs granted in clauses (i) and (ii) were issued to the reporting person pursuant to the LTIP prior to such reporting person becoming a Section 16 officer on each of March 5, 2022 and March 5, 2023, respectively.

Remarks:
Exhibit 24.1 - Power of AttorneyExecutive Vice President and Head of Operations

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