Sec Form 4 Filing - RIVERSTONE HOLDINGS LLC @ TALOS ENERGY INC. - 2020-02-28

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
RIVERSTONE HOLDINGS LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
712 FIFTH AVENUE 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2020
(Street)
NEW YORK, NY10019
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
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
Series A Convertible Preferred Stock ( 1 ) 02/28/2020 A 49,600 ( 1 ) ( 1 ) Common Stock 496,000 $ 0 ( 1 ) 49,600 I By ILX Holdings, LLC ( 2 ) ( 4 ) ( 5 )
Series A Convertible Preferred Stock ( 1 ) 02/28/2020 A 45,100 ( 1 ) ( 1 ) Common Stock 451,000 $ 0 ( 1 ) 94,700 I By ILX Holdings II, LLC ( 2 ) ( 3 ) ( 5 )
Series A Convertible Preferred Stock ( 1 ) 02/28/2020 A 1,300 ( 1 ) ( 1 ) Common Stock 13,000 $ 0 ( 1 ) 96,000 I By ILX Holdings III LLC ( 2 ) ( 4 ) ( 5 )
Series A Convertible Preferred Stock ( 1 ) 02/28/2020 A 14,000 ( 1 ) ( 1 ) Common Stock 140,000 $ 0 ( 1 ) 110,000 I By Castex Energy 2014, LLC ( 2 ) ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Global Energy & Power Fund V (FT), L.P.
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Energy Partners V, L.P.
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Energy GP V, LLC
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Energy GP V Corp.
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone/Gower Mgmt Co Holdings, L.P.
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Riverstone Management Group, L.L.C.
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
LEUSCHEN DAVID M
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
LAPEYRE PIERRE F JR
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Signatures
Riverstone Holdings LLC by: /s/ Peter Haskopolous, Authorized Person 03/10/2020
Signature of Reporting Person Date
Riverstone Global Energy and Power Fund V (FT), L.P. by: Riverstone Energy Partners V, L.P., its general partner by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopolous, Managing Director 03/10/2020
Signature of Reporting Person Date
Riverstone Energy Partners V, L.P. by: Riverstone Energy GP V, LLC, its general partner by: /s/ Peter Haskopolous, Managing Director 03/10/2020
Signature of Reporting Person Date
Riverstone Energy GP V, LLC by: /s/ Peter Haskopolous, Managing Director 03/10/2020
Signature of Reporting Person Date
Riverstone Energy GP V Corp by: /s/ Peter Haskopolous, Director 03/10/2020
Signature of Reporting Person Date
Riverstone/Gower Mgmt Co Holdings, L.P. by: Riverstone Management Group, L.L.C., its general partner by: /s/ Peter Haskopolous, Manager 03/10/2020
Signature of Reporting Person Date
Riverstone Management Group, L.L.C. by: /s/ Peter Haskopolous, Manager 03/10/2020
Signature of Reporting Person Date
/s/ David M. Leuschen 03/10/2020
Signature of Reporting Person Date
/s/ Pierre F. Lapeyre 03/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 28, 2020, as partial consideration for the Issuer's acquisition of certain limited liability company interests, the Issuer issued an aggregate 110,000 shares of Series A Convertible Preferred Stock to ILX Holdings, LLC ("ILX Holdings"), ILX Holdings II, LLC ("ILX Holdings II"), ILX Holdings III, LLC ("ILX Holdings III") and Castex Energy 2014, LLC ("Castex 2014"). Each share of Series A Convertible Preferred Stock will automatically convert into 100 shares (subject to adjustments) of the Issuer's common stock immediately following the expiration of 20 calendar day period commencing on the stated date of distribution to the Issuer's stockholders of a definitive Information Statement on Schedule 14C relating to the conversion of such Series A Convertible Preferred Stock.
( 2 )David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), which is the gene ral partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Holdings").
( 3 )Holdings is the sole shareholder of Riverstone Energy GP V Corp ("Riverstone Corp"), which is the managing member of Riverstone Energy GP V, LLC ("Riverstone GP"), which is the general partner of Riverstone Energy Partners V, L.P. ("Riverstone Energy Partners V"), which is the general partner of Riverstone Global Energy and Power Fund V (FT), L.P. ("Riverstone Energy Fund V"). Each of Riverstone Energy Partners V and Riverstone Energy Fund V own an indirect interest in Castex 2014, and Riverstone Energy Partners V owns an indirect interest in ILX Holdings II.
( 4 )Holdings is the owner of the ultimate general partners of each of ILX Holdings and ILX Holdings III.
( 5 )Each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower and Holdings may be deemed to share beneficial ownership of the securities held of record by ILX Holdings and ILX Holdings III, and each of the foregoing entities and persons, together with Riverstone Corp, Riverstone GP, Riverstone Energy Partners V and Riverstone Energy Fund V may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and ILX Holdings II. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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