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Home > Insider Trading > Latest 13D and 13G Filings > 13D Filing (0001104659-21-087617)

Filing Details

Accession Number:
0001104659-21-087617
Form Type:
13D Filing
Publication Date:
2021-06-29 20:00:00
Filed By:
Apollo Management Holdings Gp, Llc
Company:
Talos Energy Inc. (NYSE:TALO)
Filing Date:
2021-06-30
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
AP Talos Energy 8. 12,025,341 10. 12,025,341 12,025,341 14.7%
AP Talos Energy Debtco 8. 1,616,653 10. 1,616,653 1,616,653 2.0%
Apollo Talos Holdings 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Apollo Management VII 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
AIF VII Management 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Apollo Management 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Apollo Management GP 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Apollo Commodities Management 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Apollo Commodities Management GP 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Apollo Management Holdings 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Apollo Management Holdings GP 8. 13,641,994 10. 13,641,994 13,641,994 16.7%
Filing

 

CUSIP No. 87484T 108 13D  

 

 

 

  UNITED STATES  
  SECURITIES AND EXCHANGE
COMMISSION		  
  Washington, D.C. 20549  
     
  SCHEDULE 13D  
     

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

TALOS ENERGY, INC.

(Name of Issuer)

 

COMMON STOCK, par value $0.01 per share

(Title of Class of Securities)

 

87484T 108

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

N/A**

(Date of Event Which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule. 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

**On June 25, 2021, the Reporting Persons filed Amendment No. 3, which inadvertently reported that the Reporting Persons held 10,000 fewer shares than what was actually held on that date. The numbers reported in this amendment give effect to the sales that occurred on June 28th, 29th, and 30th.

 

 

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
AP Talos Energy LLC
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
12,025,341
9. Sole Dispositive Power
10. Shared Dispositive Power
12,025,341
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
12,025,341
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
14.7%
  14. Type of Reporting Person
OO

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
AP Talos Energy Debtco LLC
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
1,616,653
9. Sole Dispositive Power
10. Shared Dispositive Power
1,616,653

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,616,653
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
2.0%
  14. Type of Reporting Person
OO

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Talos Holdings, L.P.
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
PN

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Management VII, L.P
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) x
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
PN

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
AIF VII Management, LLC
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
OO

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Management, L.P.
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
OO

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Management GP, LLC
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
OO

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Commodities Management, L.P., with respect to Series I
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
PN

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Commodities Management GP, LLC
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
OO

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Management Holdings, L.P.
  2. Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
PN

 

 

 

CUSIP No. 87484T 108 13D  

 

  1. Names of Reporting Persons.
Apollo Management Holdings GP, LLC
  2. Check the Appropriate Box if a Member of a Group
    (a) o
    (b) o
  3. SEC Use Only
  4. Source of Funds
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 7. Sole Voting Power
8. Shared Voting Power
13,641,994
9. Sole Dispositive Power
10. Shared Dispositive Power
13,641,994
  11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,641,994
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares x
  13. Percent of Class Represented by Amount in Row (11)
16.7%
  14. Type of Reporting Person
OO

 

 

 

CUSIP No. 87484T 10813D

 

Item 1. Security and Issuer

 

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Talos Energy, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 500 Dallas Street, Suite 2000, Houston, TX 77002.

 

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Schedule 13D filed by the Reporting Persons on May 21, 2018, the Amendment No. 1 filed by the Reporting Persons on Schedule 13D on June 1, 2021 (“Amendment No. 1”), the Amendment No. 2 filed by the Reporting Persons on Schedule 13D on June 15, 2021 (“Amendment No. 2”), and the Amendment No. 3 filed by the Reporting Persons on Schedule 13D on June 25, 2021 (“Amendment No. 3”).

 

Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Schedule 13D, Amendment No. 1, Amendment No. 2, and Amendment No. 3.

 

Item 2. Identity and Background

 

No change.

 

Item 3. Source and Amount of Funds or Other Consideration

 

No change.

 

Item 4. Purpose of Transaction

 

No change.

 

Item 5. Interest in Securities of the Issuer

 

AP Talos and Debtco are the record owners of an aggregate of 13,641,994 shares of the Issuer’s Common Stock, which represents approximately 16.7% of the Issuer’s outstanding Common Stock. Each of AP Talos and Debtco disclaims beneficial ownership of any shares of the Issuer’s common stock owned of record by the other, and each of Management VII, AIF VII, Apollo Management, Management GP, Commodities Management, Commodities Management GP, Management Holdings and Management Holdings GP disclaims beneficial ownership of any shares of the Issuer’s common stock owned of record by the AP Talos or Debtco, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(a) See also the information contained on the cover pages of this Amendment No. 4 on Schedule 13D which is incorporated herein by reference. The percentage of Common Stock reported as beneficially owned by each Reporting Person is based on 81,707,594 shares of Common Stock outstanding as of April 28, 2021, as reported by the Issuer on Form 10-Q for the period ended March 31, 2021 filed with the Securities and Exchange Commission on May 6, 2021.

 

(b) By virtue of the mutual agreement to vote their Common Stock in favor of each nominee nominated pursuant to the Stockholders’ Agreement, the Reporting Persons may be deemed to be members of a “group” with, and may be deemed to have or share indirect voting power over the 25,926,683 shares of Common Stock held of record by, entities affiliated with Riverstone (“the Riverstone Stockholders”). The Reporting Persons expressly disclaim any beneficial ownership of shares held of record by the Riverstone Stockholders and the number of shares reported in the cover pages as shared voting power does not include those shares of Common Stock. In the aggregate any group formed thereby would beneficially own 39,568,677 shares or approximately 48.4% of the Issuer’s Common Stock outstanding. The beneficial ownership of the Riverstone Stockholders has been reported separately on a Schedule 13D/A filed with the Securities and Exchange Commission on March 18, 2020.

 

 

 

 

CUSIP No. 87484T 10813D

 

(c) During the previous 60 days AP Talos sold the following shares on the open market:

 

5/24/2021                          3,664
5/25/2021                          2,059
5/27/2021                        32,536
5/28/2021                        49,406
6/1/2021                      100,000
6/2/2021                      136,589
6/3/2021                        78,641
6/4/2021                        94,207
6/7/2021                        97,773
6/8/2021                      156,098
6/9/2021                        91,298
6/10/2021                        72,017
6/11/2021                        84,853

 

 

6/14/2021 80,339
6/15/2021 93,543
6/16/2021 103,034
6/17/2021 149,429
6/18/2021 221,140
6/21/2021 126,099
6/22/2021 108,650
6/23/2021 2,195,319
6/24/2021 302,108
6/25/2021 475,304
6/28/2021 217,179
6/29/2021 171,802
6/30/2021 11,121

 

 

These sales occurred at prices ranging from $14.00 to $18.81 per share. The sales were conducted pursuant to a Rule 10b5-1 sales plan (“Sales Plan”) executed on October 8, 2020 with J.P. Morgan Securities LLC (“Broker”). Otherwise none of the Reporting Persons has effected any transactions of the Common Stock during the 60 days preceding the date of this Amendment No. 4.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

No change.

 

Item 7. Material to be Filed as Exhibits

 

No change.

 

 

 

 

CUSIP No. 87484T 10813D

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 30, 2021

  AP TALOS ENERGY LLC
      By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President
         
  AP TALOS ENERGY DEBTCO LLC
      By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President

 

 

 

 

CUSIP No. 87484T 10813D

 

 

  APOLLO TALOS HOLDINGS, L.P.
  By: Apollo Advisors VII (APO DC), L.P.
    its general partner
    By: Apollo Advisors VII (APO DC-GP), LLC
      its general partner
      By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President
  And
  By: Apollo ANRP Advisors (APO DC), L.P.
    its general partner
    By: Apollo ANRP Advisors (APO DC-GP), LLC
      its general partner
      By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President
         
  APOLLO MANAGEMENT VII, L.P
  By: AIF VII Management, LLC
    its general partner
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President

 

 

 

 

CUSIP No. 87484T 10813D

 

 

  AIF VII MANAGEMENT, LLC
  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President
  APOLLO MANAGEMENT, L.P.
  By: Apollo Management GP, LLC
    its general partner
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President
  APOLLO MANAGEMENT GP, LLC
  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President
  APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I
  By: Apollo Commodities Management GP, LLC
    its general partner
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President
  APOLLO COMMODITIES MANAGEMENT GP, LLC
  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President
  APOLLO MANAGEMENT HOLDINGS, L.P.
  By: Apollo Management Holdings GP, LLC
    its general partner
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President
       

 

 

 

 

CUSIP No. 87484T 10813D

 

 

  APOLLO MANAGEMENT HOLDINGS GP, LLC
  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President