Page 5 of 8 SEC Filing
| CUSIP NO. | 13G |
| Item 1(a) | Name of Issuer: | ||
| The name of the issuer is Silver Run Acquisition Corporation (the “Company”). | |||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: | ||
| The Company’s principal executive office is located at 1000 Louisiana Street, Suite 1450, Houston, TX. | |||
| Item 2(a) | Name of Person Filing: | ||
| This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”), MSD Energy Partners, L.P. (“MSD Energy”), MSD Capital, L.P. (“MSD Capital”), Orange Marlin Investments, L.P. (“Marlin Investments”) and Michael S. Dell (collectively, the “Reporting Persons”). Each of MSD Energy and Marlin Investments is the direct owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Energy. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP. MSD Capital is the general partner of, and may be deemed to beneficially own securities beneficially owned by Marlin Investments. MSD Capital Management, LLC (“MSD Capital Management”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by MSD Capital. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of, and may be deemed to be beneficially owned by MSD Capital Management. Michael S. Dell is the controlling member of, and may be deemed to beneficially own securities beneficially owned by MSD Capital Management. The Reporting Persons have entered into a Joint Filing Agreement, dated March 7, 2016, a copy of which is filed with this Schedule 13G as Exhibit 99.2, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. | |||
| Item (b) | Address of Principal Business Office or, if none, Residence: | ||
| The principal business address of MSD Partners, MSD Energy, MSD Capital and Marlin Investments is 645 Fifth Avenue, 21st Floor, New York, New York 10022. The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas, 78682. | |||
| Item 2(c) | Citizenship: | ||
| Each of MSD Energy, MSD Partners, MSD Capital and Marlin Investments is organized as limited partnerships under the laws of the State of Delaware. Michael S. Dell is a citizen of the United States. | |||
| Item 2(d) | Title of Class of Securities: | ||
| Class A Common Stock | |||
| Item 2(e) | CUSIP No.: | ||
| N/A | |||
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether theperson filing is a: | ||
| Not applicable. | |||
| Item 4 | Ownership: | ||||
| A. | MSD Partners, L.P. | ||||
| (a) | Amount beneficially owned: 2,000,000 | ||||
| (b) | Percent of class: 4.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 | ||||
| B. | MSD Energy Partners, L.P. | ||||
| (a) | Amount beneficially owned: 2,000,000 | ||||
| (b) | Percent of class: 4.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 | ||||
| C. | MSD Capital, L.P. | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| D. | Orange Marlin Investments, L.P. | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| E. | Michael S. Dell | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| F. | MSD Partners (GP), LLC | ||||
| (a) | Amount beneficially owned: 2,000,000 | ||||
| (b) | Percent of class: 4.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 2,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 | ||||
| G. | MSD Capital Management, LLC | ||||
| (a) | Amount beneficially owned: 1,000,000 | ||||
| (b) | Percent of class: 2.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 1,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 1,000,000 | ||||
| H. | Glenn R. Fuhrman | ||||
| (a) | Amount beneficially owned: 3,000,000 | ||||
| (b) | Percent of class: 6.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,000,000 | ||||
| I. | Marc R. Lisker | ||||
| (a) | Amount beneficially owned: 3,000,000 | ||||
| (b) | Percent of class: 6.0%2 | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,000,000 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,000,000 | ||||
| 2 | The percentage used herein and in the rest of this Schedule 13G are calculated based upon 50,000,000 Units, with each Unit consisting of one share of Class A Common Stock and one-third of one warrant of the Issuer, outstanding as of February 29, 2016 as reported in the Issuer’s Current Report on Form 8-K filed with the Commission on February 29, 2016. |
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