Sec Form 4 Filing - Taylor Ryan P. @ Reservoir Media, Inc. - 2022-11-22

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
Taylor Ryan P.
2. Issuer Name and Ticker or Trading Symbol
Reservoir Media, Inc. [ RSVR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RESERVOIR MEDIA, INC., 200 VARICK STREET, SUITE 801A
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2022
(Street)
NEW YORK, NY10014
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, $0.0001 par value 11/22/2022 A( 1 ) 820 A $ 0 14,970( 2 ) D
Common stock, $0.0001 par value 179,389 I By Richmond Hill Capital Partners, LP( 3 )
Common stock, $0.0001 par value 418,576 I By Essex Equity Joint Investment Vehicle, LLC( 4 )
Common stock, $0.0001 par value 13,604,733 I By ER Reservoir LLC( 5 )( 6 )
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
Taylor Ryan P.
C/O RESERVOIR MEDIA, INC.
200 VARICK STREET, SUITE 801A
NEW YORK, NY10014
X
Signatures
/s/ Golnar Khosrowshahi, as attorney-in-fact for Ryan P. Taylor 11/25/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Deferred Stock Units ("DSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan"). Each DSU is the economic equivalent of one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The Reporting Person acquired these DSUs in connection with the Reporting Person's quarterly compensation for service as a non-employee director. The Reporting Person elected to receive payment of their quarterly compensation in DSUs in lieu of cash. The DSUs will be settled in shares of Common Stock on September 15, 2023, subject to the Reporting Person's continued service on the Board on such date. Total reflects a transfer of 11,940 shares of common stock received upon the settlement of DSUs that the Reporting Person was obligated to transfer to the account of ER Reservoir LLC due to his position as the manager of the general partner of a manager of the Fund.
( 2 )The number of DSUs received was calculated based on $6.10, which was the closing price of the Issuers Common Stock on the date of grant.
( 3 )The amount of securities shown in this row is owned directly by Richmond Hill Capital Partners, LP ("RHCP"). The Reporting Person is the managing member of the general partner of RHCP and the manager of the general partner of Richmond Hill Investment Co., LP, the investment adviser to RHCP, and may be deemed to be a beneficial owner of the shares owned by RHCP. The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
( 4 )The amount of securities shown in this row is owned directly by Essex Equity Joint Investment Vehicle, LLC ("EEJIV"). The Reporting Person owns an equity interest in an entity that may be deemed to have a pecuniary interest in the shares owned by EEJIV and therefore may be deemed to be a beneficial owner of the shares owned by EEJIV. The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
( 5 )The amount of securities shown in this row is owned directly by ER Reservoir LLC (the "Fund"). The Reporting Person is the manager of the general partner of a manager of the Fund and may be deemed to be a beneficial owner of the shares owned by the Fund. The Fund received these securities in connection with the agreement and plan of merger, dated as of April 14, 2021, by and among Reservoir Media, Inc. (formerly known as Roth CH Acquisition II Co. ("RMI")), Roth CH II Merger Sub Corp. ("Merger Sub") and Reservoir Holdings, Inc. ("Reservoir"), pursuant to which Merger Sub merged with and into Reservoir, with Reservoir surviving the merger as a wholly-owned subsidiary of RMI (the "Business Combination"). The Fund received these shares as consideration for the Business Combination. The Reporting Person disclaims any beneficial ownership of (Cont'd in FN 6)
( 6 )(Cont'd from FN 5) any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose. Total also reflects a transfer of 11,940 shares of common stock received upon the settlement of DSUs that the Reporting Person was obligated to transfer to the account of ER Reservoir LLC due to his position as the manager of the general partner of a manager of the Fund.

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