Sec Form 4 Filing - RIVERSTONE HOLDINGS LLC @ TALOS ENERGY INC. - 2022-06-14

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)
06/14/2022
(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
Common Stock 06/14/2022 S( 1 ) 89,517 D $ 21.572( 2 ) 12,691,900 I See footnotes( 3 )( 4 )( 5 )
Common Stock 06/14/2022 S( 1 ) 98,432 D $ 22.5861( 6 ) 12,593,468 I See footnotes( 3 )( 4 )( 5 )
Common Stock 06/14/2022 S( 1 ) 300 D $ 23 12,593,168 I See footnotes( 3 )( 4 )( 5 )
Common Stock 06/15/2022 S( 1 ) 3,100 D $ 20.8952( 7 ) 12,590,068 I See footnotes( 3 )( 4 )( 5 )
Common Stock 06/15/2022 S( 1 ) 107,249 D $ 21.4773( 8 ) 12,482,819 I See footnotes( 3 )( 4 )( 5 )
Common Stock 06/15/2022 S( 1 ) 7,632 D $ 22.021( 9 ) 12,475,187 I See footnotes( 3 )( 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
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/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
ILX Holdings II, LLC
712 FIFTH AVENUE 36TH FLOOR
NEW YORK, NY10019
X X
Signatures
Riverstone Holdings LLC, By: /s/ Peter Haskopoulos, Authorized Person 06/16/2022
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 Haskopoulos, Manager 06/16/2022
Signature of Reporting Person Date
Riverstone Management Group, L.L.C., By: /s/ Peter Haskopoulos, Manager 06/16/2022
Signature of Reporting Person Date
/s/ David M. Leuschen 06/16/2022
Signature of Reporting Person Date
/s/ Pierre F. Lapeyre, Jr. 06/16/2022
Signature of Reporting Person Date
ILX Holdings II, LLC, By: /s/ Peter Haskopoulos, Managing Director 06/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.14 to $21.99. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )Following the transactions reported herein, includes 8,467,068 shares held of record by Riverstone Talos Energy Equityco LLC ("Riverstone Equityco"), 778,858 shares held of record by Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"), 2,793,595 shares held of record by ILX Holdings II, LLC ("ILX II"), and 435,666 shares held of record by Riverstone V Castex 2014 Holdings, L.P. ("Castex 2014").
( 4 )David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C., which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Riverstone Holdings"), which is the sole shareholder of Riverstone Energy GP V Corp., which is the managing member of Riverstone Energy GP V, LLC, 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., which is the general partner of Riverstone V Talos Holdings, L.P., which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco.
( 5 )In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX II. Each of the foregoing entity or person disclaims any such beneficial ownership of the securities reported herein 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.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.99. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.80 to $20.995. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.00 to $21.995. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 9 )The price reported in Column 4 is a weighted av erage price. These shares were sold in multiple transactions at prices ranging from $22.00 to $22.08. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:
Due to the limitations of the electronic filing system, Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, Riverstone V Talos Holdings, L.P., Riverstone Global Energy and Power Fund V (FT), L.P., Riverstone Energy Partners V, L.P., Riverstone Energy GP V, LLC, and Riverstone Energy GP V Corp. are filing a separate Form 4.

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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