Page 16 of 23 – SEC Filing
| CUSIP No. 532403201 | Page 16 of 24 |
SCHEDULE 13D
| Item 1. | Security and Issuer |
This Schedule 13D relates to the common stock (the Common
Stock), par value $0.0001 per share, of Lilis Energy, Inc., a Nevada corporation (the Issuer). The Issuer has its principal executive offices at 300 E. Sonterra Blvd., Suite 1220, San Antonio, TX 78258.
This Amendment No. 5 (Amendment No. 5) amends and supplements the Schedule 13D filed by the Reporting Persons on
May 8, 2017, as amended by Amendment No. 1 to Schedule 13D (Amendment No. 1) filed by the Reporting Persons on July 14, 2017, as amended by Amendment No. 2 to Schedule 13D (Amendment No. 2) filed
by the Reporting Persons on August 12, 2017, as amended by Amendment No. 3 to Schedule 13D (Amendment No. 3) filed by the Reporting Persons on November 17, 2017 and as amended by Amendment No. 4 to Schedule 13D
(Amendment No. 4) filed by the Reporting Persons on January 8, 2018 (as so amended through this Amendment No. 5, the Schedule 13D).
Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule
13D. Capitalized terms used but not otherwise defined in this Amendment No. 5 shall have the meanings ascribed to them in the Schedule 13D. The filing of this Amendment No. 5 shall not be construed to be an admission by the Reporting
Persons that a material change has occurred in the facts set forth in the Schedule 13D or that this Amendment No. 5 is required under Rule 13d-2 of the Securities Exchange Act.
| Item 2. | Identity and Background |
No change.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby
supplemented by adding the following:
Pursuant to the Securities Purchase Agreement (as defined below), The Värde Fund XI (Master),
L.P., The Värde Fund XII (Master), L.P., The Värde Skyway Master Fund, L.P., Värde Investment Partners, L.P., Värde Investment Partners (Offshore) Master, L.P. and the Värde Fund VI-A
L.P. (collectively, the Purchasers) purchased 100,000 shares of Series C Convertible Participating Preferred Stock of the Issuer (the Series C Preferred Stock). The Purchasers obtained the funds for the acquisition of
securities pursuant to the Securities Purchase Agreement through capital contributions from their partners.
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby supplemented by adding the
following:
Securities Purchase Agreement for Series C Preferred Stock and Certificate of Designation
On January 30, 2018, the Issuer and the Purchasers entered into a Securities Purchase Agreement (the Securities Purchase
Agreement), pursuant to which on January 31, 2018 (the Closing Date) the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement. The Common Stock was acquired for investment
purposes.
Pursuant to the certificate of designation governing the Series C Preferred Stock (the Certificate of Designation),
the Series C Preferred Stock has a per share stated value of $1,000, subject to increase in connection with the payment of dividends (the Stated Value). Holders of shares of Series C Preferred Stock will be entitled to receive cumulative
preferential dividends, payable and compounded quarterly in arrears at an annual rate of 9.75% of the Stated Value until April 26, 2021, after which the annual dividend rate will increase to 12.00% if paid in full in cash or 15.00% if paid in
kind. Dividends are payable, at the Companys option, (i) in cash, (ii) in kind by increasing the Stated Value by the amount per share of the dividend or (iii) in a combination thereof. In addition to these preferential
dividends, holders of shares of Series C Preferred Stock will be entitled to participate in any dividends or distributions paid on the Common Stock on an as-converted basis. Holders of shares of Series C
Preferred Stock will be entitled to vote with the holders of shares of Common Stock, as a single class, on all matters submitted for a vote of holders of shares of Common Stock. When voting together with the Common Stock, each share of Series C
Preferred Stock will entitle the holder to a number of votes equal to (i) the Stated Value as of the applicable record date or other determination date divided by (ii) $4.42 (the closing price of the Common Stock on the NYSE American on January 30,
2018).
