Page 19 of 23 – SEC Filing
| CUSIP No. 532403201 | Page 19 of 24 |
The ownership percentage appearing on such cover pages has been calculated based on an
aggregate total of 53,376,764 shares of Common Stock issued and outstanding as of January 26, 2018, as disclosed in the Securities Purchase Agreement, plus (i) the 24,080,000 shares of Common Stock beneficially owned by the Reporting
Persons in connection with the Term Loan and (ii) 19,512,196 shares of Common Stock, rounded up to the nearest share, beneficially owned in connection with the Series C Preferred Stock as disclosed above excluding the 3,112,238 shares of Common
Stock the Reporting Persons may be entitled to shared voting power in connection with the Series C Preferred Stock.
(b) As described in
Items 1 and 3 of this Schedule 13D, as a result of the Credit Agreement, each of Fund XI, Fund XI GP, as the general partner of Fund XI GP, Fund XII, Fund XII GP, as the general partner of Fund XII, Fund XII UGP, as the general partner of Fund XII
GP, Skyway Fund, Skyway Fund GP, as the general partner of Skyway Fund, Fund VI-A, VIP, VIP Offshore and VIP GP as the general partner of Fund VI-A, VIP and VIP
Offshore, directly own 43,592,196 shares of Common Stock.
See items 7 through 10 of the cover pages to this Amendment No. 5 for the
number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition.
The Reporting Persons have not engaged in any other transactions, other than as disclosed above, in the Issuers Common Stock during the
last 60 days.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer |
Item 4 above summarizes certain provisions of the Securities Purchase Agreement, Certificate of Designation, Series C Preferred Stock,
Registration Rights Agreement and the amendment to Second Lien Credit Agreement and is incorporated herein by reference. Copies of these agreements are attached as exhibits to this Schedule 13D, and are incorporated herein by reference.
| Item 7. | Material to Be Filed As Exhibits |
| Exhibit A | Securities Purchase Agreement, dated January 30, 2018 by and among Lilis Energy, Inc., and the Purchasers party thereto (incorporated by reference from Exhibit 10.1 to the Issuers Form 8-K filed February 1, 2018). | |
| Exhibit B | Registration Rights Agreement, dated January 31, 2018 by and among Lilis Energy, Inc., and the Purchasers party thereto (incorporated by reference from Exhibit 10.2 to the Issuers Form 8-K filed February 1, 2018). | |
| Exhibit C | Certificate of Designation of Preferences, Rights and Limitations of Series C 9.75% Convertible Participating Preferred Stock, dated January 31, 2018 by and among Lilis Energy, Inc., and the Purchasers party thereto (incorporated by reference from Exhibit 3.1 to the Issuers Form 8-K filed February 1, 2018). | |
| Exhibit D | Amendment No. 4 to Credit Agreement, dated as of January 31, 2018, by and among Lilis Energy, Inc., the guarantors party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent (incorporated by reference from Exhibit 10.4 to the Issuers Form 8-K filed February 1, 2018). | |
