Filing Details
- Accession Number:
- 0001104659-22-032895
- Form Type:
- 13D Filing
- Publication Date:
- 2022-03-10 19:00:00
- Filed By:
- Riverstone Talos Energy Equityco Llc
- Company:
- Talos Energy Inc. (NYSE:TALO)
- Filing Date:
- 2022-03-11
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Riverstone Talos Energy Equityco | 0 | 11,042,670 | 0 | 11,042,670 | 11,042,670 | 13.5% |
| Riverstone Talos Energy Debtco | 0 | 1,015,781 | 0 | 1,015,781 | 1,015,781 | 1.2% |
| ILX Holdings II | 0 | 3,643,382 | 0 | 3,643,382 | 3,643,382 | 4.4% |
| ILX Holdings III | 0 | 0 | 0 | 0 | 0 | 0.0% |
| REL US Partnership | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Riverstone V Castex | 0 | 568,191 | 0 | 568,191 | 568,191 | 0.7% |
| Riverstone V Talos Holdings | 0 | 12,058,451 | 0 | 12,058,451 | 12,058,451 | 14.7% |
| Riverstone Global Energy and Power Fund V (FT) | 0 | 12,058,451 | 0 | 12,058,451 | 12,058,451 | 14.7% |
| Riverstone Energy Partners V | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
| Riverstone Energy GP V | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
| Riverstone Energy GP V Corp | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
| Riverstone Holdings | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
| Riverstone Gower Mgmt Co Holdings | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
| Riverstone Management Group | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
| David M. Leuschen | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
| Pierre F. Lapeyre, Jr | 0 | 16,270,024 | 0 | 16,270,024 | 16,270,024 | 19.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Talos Energy Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87484T108
(CUSIP Number)
Dianna Rosser Aprile
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, NY 10019
(212) 993-0076
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 2022
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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).
| CUSIP No. 87484T108 | 13D | Page 1 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone Talos Energy Equityco LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,042,670 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,042,670 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,042,670 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
13.5% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 2 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone 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 (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
1,015,781 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
1,015,781 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,015,781 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
1.2% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 3 of 22 Pages |
| 1 | Names of Reporting Persons
ILX Holdings II, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
3,643,382 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
3,643,382 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,643,382 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
4.4% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 4 of 22 Pages |
| 1 | Names of Reporting Persons
ILX Holdings III, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 5 of 22 Pages |
| 1 | Names of Reporting Persons
REL US Partnership, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
0 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
0 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
0.0% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 6 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone V Castex 2014 Holdings, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
568,191 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
568,191 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
568,191 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
0.7% | |
| 14 | Type of Reporting Person
PN | |
| CUSIP No. 87484T108 | 13D | Page 7 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone V 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 (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
12,058,451 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
12,058,451 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,058,451 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
14.7% | |
| 14 | Type of Reporting Person
PN | |
| CUSIP No. 87484T108 | 13D | Page 8 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone Global Energy and Power Fund V (FT), L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨
|
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
12,058,451 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
12,058,451 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,058,451 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
14.7% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 87484T108 | 13D | Page 9 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone Energy Partners V, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
16,270,024 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
16,270,024 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 87484T108 | 13D | Page 10 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone Energy GP V, LLC |
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
16,270,024 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
16,270,024 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% | |||||
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 87484T108 | 13D | Page 11 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone Energy GP V Corp. |
| 2 | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
|
| 3 | SEC Use Only
|
| 4 | Source of Funds (See Instructions)
OO |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
|
| 6 | Citizenship or Place of Organization
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
16,270,024 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
16,270,024 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |||||
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 87484T108 | 13D | Page 12 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone Holdings LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,270,024 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
16,270,024 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 13 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone/Gower Mgmt Co Holdings, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,270,024 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
16,270,024 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% | |
| 14 | Type of Reporting Person
PN | |
| CUSIP No. 87484T108 | 13D | Page 14 of 22 Pages |
| 1 | Names of Reporting Persons
Riverstone Management Group, L.L.C. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,270,024 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
16,270,024 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 15 of 22 Pages |
| 1 | Names of Reporting Persons
David M. Leuschen | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,270,024 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
16,270,024 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% | |
| 14 | Type of Reporting Person
IN | |
| CUSIP No. 87484T108 | 13D | Page 16 of 22 Pages |
| 1 | Names of Reporting Persons
Pierre F. Lapeyre, Jr. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only
| |
| 4 | Source of Funds (See Instructions)
OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 | Citizenship or Place of Organization
United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
16,270,024 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
16,270,024 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,270,024 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11)
19.9% |
| 14 | Type of Reporting Person
IN |
| CUSIP No. 87484T108 | 13D | Page 17 of 22 Pages |
EXPLANATORY NOTE
This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 21, 2018 (as amended, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”) of Talos Energy Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
March 2022 Sales
On March 8, 2022, ILX Holdings II, LLC, ILX Holdings III, LLC, Riverstone Talos Energy Equityco LLC, Riverstone Talos Energy Debtco LLC, Riverstone V Castex 2014 Holdings, L.P. and REL US Partnership, LLC (together, the “Riverstone Stockholders”) sold 4,000,000 shares of Common Stock in open market transactions at a weighted average price of $17.405 per share.
| CUSIP No. 87484T108 | 13D | Page 18 of 22 Pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 81,881,477 shares of Common Stock outstanding as of February 17, 2022, as reported in the Issuer’s annual report on Form 10-K filed with the SEC on February 25, 2022:
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| Riverstone Talos Energy Equityco LLC | 11,042,670 | 13.5 | % | 0 | 11,042,670 | 0 | 11,042,670 | |||||||||||||||||
| Riverstone Talos Energy Debtco LLC | 1,015,781 | 1.2 | % | 0 | 1,015,781 | 0 | 1,015,781 | |||||||||||||||||
| ILX Holdings II, LLC | 3,643,382 | 4.4 | % | 0 | 3,643,382 | 0 | 3,643,382 | |||||||||||||||||
| ILX Holdings III, LLC | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| REL US Partnership, LLC | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| Riverstone V Castex 2014 Holdings, L.P. | 568,191 | 0.7 | % | 0 | 568,191 | 0 | 568,191 | |||||||||||||||||
| Riverstone V Talos Holdings, L.P. | 12,058,451 | 14.7 | % | 0 | 12,058,451 | 0 | 12,058,451 | |||||||||||||||||
| Riverstone Global Energy and Power Fund V (FT), L.P. | 12,058,451 | 14.7 | % | 0 | 12,058,451 | 0 | 12,058,451 | |||||||||||||||||
| Riverstone Energy Partners V, L.P. | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
| Riverstone Energy GP V, LLC | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
| Riverstone Energy GP V Corp. | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
| Riverstone Holdings LLC | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
| Riverstone/Gower Mgmt Co Holdings, L.P. | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
| Riverstone Management Group, L.L.C. | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
| David M. Leuschen | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
| Pierre F. Lapeyre, Jr. | 16,270,024 | 19.9 | % | 0 | 16,270,024 | 0 | 16,270,024 | |||||||||||||||||
Includes 11,042,670 shares held of record by Riverstone Equityco, 1,015,781 shares held of record by Riverstone Debtco, 3,643,382 shares held of record by ILX Holdings II, and 568,191 shares held of record by Castex 2014.
| CUSIP No. 87484T108 | 13D | Page 19 of 22 Pages |
David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management, which is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings, which is the sole shareholder of Riverstone Corp., which is the managing member of Riverstone GP, which is the general partner of Riverstone Energy Partners V, which is the general partner of Riverstone Energy Fund V, which is the general partner of Riverstone Aggregator, which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco. In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX Holdings II.
As such, each of Riverstone Aggregator, Riverstone Energy Fund V, Riverstone Energy Partners V, Riverstone GP, Riverstone Corp., Riverstone Holdings, Riverstone/Gower, Riverstone Management, and Messrs. Leuschen and Lapeyre may be deemed to share beneficial ownership of the securities held directly by Riverstone Equity and Riverstone Debtco. Each of the foregoing entities and persons, except for Riverstone Aggregator and Riverstone Energy Fund V, may be deemed to share beneficial ownership of the securities held of record by Castex 2014 and by ILX Holdings II.
| (c) | Except as described in Item 4, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock. |
| (d) | None. |
| (e) | On March 8, 2022, ILX Holdings III and REL US Partnership, LLC ceased to be the beneficial owner of any shares of Common Stock of the Issuer. |
| CUSIP No. 87484T108 | 13D | Page 20 of 22 Pages |
SIGNATURES
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.
Date: March 11, 2021
| Riverstone Talos Energy Equityco LLC | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| Riverstone Talos Energy Debtco LLC | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| ILX Holdings II, LLC | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| ILX Holdings III, LLC | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| REL US Partnership, LLC | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| CUSIP No. 87484T108 | 13D | Page 21 of 22 Pages |
| Riverstone V Castex 2014 Holdings, L.P. | ||
| By: Riverstone Global Energy and Power Fund V (FT), L.P., its general partner | ||
| By: Riverstone Energy Partners V, L.P., its general partner | ||
| By: Riverstone Energy GP V, LLC, its general partner | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| Riverstone V Talos Holdings, L.P. | ||
| By: Riverstone Energy Partners V, L.P., its general partner | ||
| By: Riverstone Energy GP V, LLC, its general partner | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| Riverstone Global Energy and Power Fund V (FT), L.P. | ||
| By: Riverstone Energy Partners V, L.P., its general partner | ||
| By: Riverstone Energy GP V, LLC, its general partner | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| Riverstone Energy Partners V, L.P. | ||
| By: Riverstone Energy GP V, LLC, its general partner | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| Riverstone Energy GP V, LLC | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| CUSIP No. 87484T108 | 13D | Page 22 of 22 Pages |
| Riverstone Energy GP V Corp. | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Managing Director | |
| Riverstone Holdings LLC | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Authorized Person | |
| Riverstone/Gower Mgmt Co. Holdings, L.P. | ||
| By: Riverstone Management Group, L.L.C., its general partner | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Manager | |
| Riverstone Management Group, L.L.C. | ||
| By: | /s/ Peter Haskopoulos | |
| Name: | Peter Haskopoulos | |
| Title: | Manager | |
| By: | /s/ David M. Leuschen | |
| Name: | David M. Leuschen |
| By: | /s/ Pierre F. Lapeyre, Jr. | |
| Name: | Pierre F. Lapeyre, Jr. |