Sec Form 5 Filing - ER Reservoir LLC @ Reservoir Media, Inc. - 2023-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
ER Reservoir LLC
2. Issuer Name and Ticker or Trading Symbol
Reservoir Media, Inc. [ RSVR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RICHMOND HILL INVESTMENT CO., LP, 381 PARK AVENUE SOUTH, SUITE 1101
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2023
(Street)
NEW YORK, NY10016
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, $0.0001 par value 06/29/2022 J( 1 ) 11,940 ( 2 ) A $ 6.7 13,604,733 D ( 3 ) ( 4 ) ( 5 )
Common stock, $0.0001 par value 15,685 I See Footnote ( 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
ER Reservoir LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK, NY10016
X
Richmond Hill Investments, LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK, NY10016
May be deemed a 10% owner
Richmond Hill Investment Co., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK, NY10016
May be deemed a 10% owner
Richmond Hill Capital Management, LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK, NY10016
May be deemed a 10% owner
ESSEX EQUITY HOLDINGS, LLC
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK, NY10016
May be deemed a 10% owner
Taylor Ryan P.
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK, NY10016
May be deemed a 10% owner
LIU JOHN D
C/O RICHMOND HILL INVESTMENT CO., LP
381 PARK AVENUE SOUTH, SUITE 1101
NEW YORK, NY10016
May be deemed a 10% owner
Signatures
/s/ Ryan P. Taylor, as Managing Director of ER Reservoir LLC 05/04/2023
Signature of Reporting Person Date
/s/ John D. Liu, as Manager of Essex Equity Holdings, LLC, the manager of Richmond Hill Investments, LLC 05/04/2023
Signature of Reporting Person Date
/s/ Ryan P. Taylor, as Manager of Richmond Hill Capital Management, LLC, the general partner of Richmond Hill Investment Co., LP 05/04/2023
Signature of Reporting Person Date
/s/ Ryan P. Taylor, as Manager of Richmond Hill Capital Management, LLC 05/04/2023
Signature of Reporting Person Date
/s/ John D. Liu, as Manager of Essex Equity Holdings, LLC 05/04/2023
Signature of Reporting Person Date
/s/ Ryan P. Taylor 05/04/2023
Signature of Reporting Person Date
/s/ John D. Liu 05/04/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares being reported on this Form 5 represent Restricted Stock Units ("RSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan") to Ryan P. Taylor. Each RSU represents the contingent right to receive the equivalent of one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The RSU's were granted on June 29, 2022 in connection with Mr. Taylor's annual compensation for service as a non-employee director ("Grant Date"). The RSUs vested on July 28, 2022 (the "Vesting Date"). Due to his position as the manager of the general partner of a manager of ER Reservoir LLC (the "Fund"), Mr. Taylor directed the Issuer to transfer shares issued upon settlement of the RSUs into the account of the Fund on the applicable Vesting Date.
( 2 )The number of RSUs received was calculated based on $6.70, which was the closing price of the Issuer's Common Stock on the Grant Date.
( 3 )The amount of securities shown in this row is owned directly by the Fund. As a manager of the Fund, Richmond Hill Investments, LLC (the "RHI Manager") may be deemed to be a beneficial owner of 9,863,431 of the Issuer's securities held by the Fund. As a manager of the Fund, Richmond Hill Investment Co., LP (the "RHIC Manager") may be deemed to be a beneficial owner of 3,741,302 of the Issuer's securities held by the Fund. As the general partner of the RHIC Manager, Richmond Hill Capital Management, LLC (the "General Partner") may be deemed to be a beneficial owner of 3,741,302 of the Issuer's securities held by the Fund. As the manager of the RHI Manager, Essex Equity Holdings, LLC (the "EEH Manager") may be deemed to be a beneficial owner of 9,863,431 of the Issuer's securities held by the Fund (Continued in footnote 4).
( 4 )(Continued from footnote 3) As the manager of the EEH Manager, John D. Liu may be deemed to be a beneficial owner of 9,863,431 of the Issuer's securities held by the Fund. As the manager of the General Partner, Ryan P. Taylor may be deemed to be a beneficial owner of 3,741,302 of the Issuer's securities held by the Fund. Each of the RHI Manager, the RHIC Manager, the General Partner, the EEH Manager, Mr. Liu and Mr. Taylor 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 its or his respective pecuniary interest therein.
( 5 )The Reporting Persons listed on this Form 5 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 5 shall not be deemed to be an admission that the Reporting Persons are members of such group.
( 6 )Amount of securities beneficially owned following the reported transaction includes 12,578 shares of Common Stock underlying RSUs awarded under the Plan to Mr. Taylor and 3,107 shares of Common Stock underlying Deferred Stock Units ("DSUs") awarded to Mr. Taylor for service as a non-employee director of the Issuer. Due to his position as the manager of the general partner of a manager of the Fund, Mr. Taylor has directed the Issuer to transfer shares issued upon settlement of the RSUs and DSUs into the account of the Fund on the applicable Settlement Date. Mr. Taylor disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein.

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