Sec Form 4 Filing - DE ROTHSCHILD ROBERT @ PRIMEENERGY RESOURCES CORP - 2019-08-23

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 DE ROTHSCHILD ROBERT 2. Issuer Name and Ticker or Trading Symbol PRIMEENERGY RESOURCES CORP [ PNRG] 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) 1251 AVENUE OF THE AMERICAS,, 34TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2019 (Street) NEW YORK, NY10020 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, $0.10 par value 08/23/2019 P( 6 ) 200 A $ 116 200 D Common Stock, $0.10 par value 08/23/2019 P( 6 ) 50 A $ 117.105 250 D Common Stock, $0.10 par value 02/06/2020 S 1,082 D $ 142.256 ( 2 ) 390,340 I See footnote ( 1 ) Common Stock, $0.10 par value 02/06/2020 S 150 D $ 144.03 ( 3 ) 390,190 I See footnote ( 1 ) Common Stock, $0.10 par value 02/06/2020 S 690 D $ 145.496 ( 4 ) 389,500 I See footnote ( 1 ) Common Stock, $0.10 par value 02/06/2020 S( 6 ) 900 D $ 146.311 ( 5 ) 388,600 I See footnote ( 1 ) Common Stock, $0.10 par value 02/07/2020 S 4 D $ 142 388,596 I See footnote ( 1 )

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 DE ROTHSCHILD ROBERT 1251 AVENUE OF THE AMERICAS, 34TH FLOOR NEW YORK, NY10020 X Signatures /s/ Robert de Rothschild 02/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held of record by Amrace Inc. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $142.00 to $142.99, inclusive. The reporting person undertakes to provide to PrimeEnergy Resources Corporation, any security holder of PrimeEnergy Resources Corporation, 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 ranges set forth in footnotes (2), (3), (4) and (5) to this Form 4. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.50 to $144.49, inclusive. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $145.00 to $145.99, inclusive. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.01 to $147.00, inclusive. ( 6 )The reporting person's sale of PrimeEnergy Resources Corporation common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 250 shares, with the reporting person's purchase of 200 and 50 shares of PrimeEnergy Resources Corporation common stock at a price of $116.00 and $117.105 per share, respectively, on August 23, 2019. The reporting person has agreed to pay to PrimeEnergy Resources Corporation, upon settlement of the sale, $7,603.75, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

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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