Filing Details
- Accession Number:
- 0001104659-22-068602
- Form Type:
- 13D Filing
- Publication Date:
- 2022-06-05 20:00:00
- Filed By:
- Riverstone Talos Energy Equityco Llc
- Company:
- Talos Energy Inc. (NYSE:TALO)
- Filing Date:
- 2022-06-06
- 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 | 9,024,094 | 0 | 9,024,094 | 9,024,094 | 10.9% |
| Riverstone Talos Energy Debtco | 0 | 830,098 | 0 | 830,098 | 830,098 | 1.0% |
| ILX Holdings II | 0 | 2,977,379 | 0 | 2,977,379 | 2,977,379 | 3.6% |
| Riverstone V Castex | 0 | 464,327 | 0 | 464,327 | 464,327 | 0.6% |
| Riverstone V Talos Holdings | 0 | 9,854,192 | 0 | 9,854,192 | 9,854,192 | 11.9% |
| Riverstone Global Energy and Power Fund V (FT) | 0 | 9,854,192 | 0 | 9,854,192 | 9,854,192 | 11.9% |
| Riverstone Energy Partners V | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
| Riverstone Energy GP V | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
| Riverstone Energy GP V Corp | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
| Riverstone Holdings | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
| Riverstone Gower Mgmt Co Holdings | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
| Riverstone Management Group | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
| David M. Leuschen | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
| Pierre F. Lapeyre, Jr | 0 | 13,295,898 | 0 | 13,295,898 | 13,295,898 | 16.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
May 27, 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 20 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
9,024,094 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
9,024,094 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,024,094 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 | Percent of Class Represented by Amount in Row (11)
10.9% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 87484T108 | 13D | Page 2 of 20 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
830,098 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
830,098 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
830,098 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 | Percent of Class Represented by Amount in Row (11)
1.0% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 87484T108 | 13D | Page 3 of 20 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
2,977,379 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
2,977,379 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,977,379 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 | Percent of Class Represented by Amount in Row (11)
3.6% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 87484T108 | 13D | Page 4 of 20 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
464,327 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
464,327 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
464,327 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
| 13 | Percent of Class Represented by Amount in Row (11)
0.6% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 87484T108 | 13D | Page 5 of 20 Pages |
| 1 | Names of Reporting Persons
Riverstone V Talos Holdings, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 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
9,854,192 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
9,854,192 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,854,192 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
|
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |
| 14 | Type of Reporting Person
PN | |
| CUSIP No. 87484T108 | 13D | Page 6 of 20 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
9,854,192 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
9,854,192 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,854,192 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
|
| 13 | Percent of Class Represented by Amount in Row (11)
11.9% | |
| 14 | Type of Reporting Person
PN | |
| CUSIP No. 87484T108 | 13D | Page 7 of 20 Pages |
| 1 | Names of Reporting Persons
Riverstone Energy Partners V, L.P. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
|
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
PN | |
| CUSIP No. 87484T108 | 13D | Page 8 of 20 Pages |
| 1 | Names of Reporting Persons
Riverstone Energy GP V, LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
|
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 9 of 20 Pages |
| 1 | Names of Reporting Persons
Riverstone Energy GP V Corp. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
CO | |
| CUSIP No. 87484T108 | 13D | Page 10 of 20 Pages |
| 1 | Names of Reporting Persons
Riverstone Holdings LLC | |
| 2 | Check the Appropriate Box if a Member of a Group | (a)
¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 11 of 20 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) ¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
PN | |
| CUSIP No. 87484T108 | 13D | Page 12 of 20 Pages |
| 1 | Names of Reporting Persons
Riverstone Management Group, L.L.C. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
OO (Limited Liability Company) | |
| CUSIP No. 87484T108 | 13D | Page 13 of 20 Pages |
| 1 | Names of Reporting Persons
David M. Leuschen | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
IN | |
| CUSIP No. 87484T108 | 13D | Page 14 of 20 Pages |
| 1 | Names of Reporting Persons
Pierre F. Lapeyre, Jr. | |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨
|
| 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
13,295,898 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
13,295,898 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,295,898 | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
| |
| 13 | Percent of Class Represented by Amount in Row (11)
16.1% | |
| 14 | Type of Reporting Person
IN | |
| CUSIP No. 87484T108 | 13D | Page 15 of 20 Pages |
EXPLANATORY NOTE
This Amendment No. 5 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 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 82,535,186 shares of Common Stock outstanding as of April 27, 2022, as reported in the Issuer’s quarterly report on Form 10-Q filed with the SEC on May 5, 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 | 9,024,094 | 10.9 | % | 0 | 9,024,094 | 0 | 9,024,094 | |||||||||||||||||
| Riverstone Talos Energy Debtco LLC | 830,098 | 1.0 | % | 0 | 830,098 | 0 | 830,098 | |||||||||||||||||
| ILX Holdings II, LLC | 2,977,379 | 3.6 | % | 0 | 2,977,379 | 0 | 2,977,379 | |||||||||||||||||
| Riverstone V Castex 2014 Holdings, L.P. | 464,327 | 0.6 | % | 0 | 464,327 | 0 | 464,327 | |||||||||||||||||
| Riverstone V Talos Holdings, L.P. | 9,854,192 | 11.9 | % | 0 | 9,854,192 | 0 | 9,854,192 | |||||||||||||||||
| Riverstone Global Energy and Power Fund V (FT), L.P. | 9,854,192 | 11.9 | % | 0 | 9,854,192 | 0 | 9,854,192 | |||||||||||||||||
| Riverstone Energy Partners V, L.P. | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| Riverstone Energy GP V, LLC | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| Riverstone Energy GP V Corp. | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| Riverstone Holdings LLC | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| Riverstone/Gower Mgmt Co Holdings, L.P. | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| Riverstone Management Group, L.L.C. | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| David M. Leuschen | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| Pierre F. Lapeyre, Jr. | 13,295,898 | 16.1 | % | 0 | 13,295,898 | 0 | 13,295,898 | |||||||||||||||||
| CUSIP No. 87484T108 | 13D | Page 16 of 20 Pages |
Includes 9,024,094 shares held of record by Riverstone Equityco, 830,098 shares held of record by Riverstone Debtco, 2,977,379 shares held of record by ILX Holdings II, and 464,327 shares held of record by Castex 2014.
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) From May 9, 2022 through June 2, 2022, the Reporting Persons disposed of 1,626,235 shares of Common Stock in a series of transactions at prices ranging from $19.00 to $23.205 per share in open market transactions on the New York Stock Exchange. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.
| Date | Shares Disposed Of | Weighted Average Price Per Share | ||||||
| May 9, 2022 | 2,900 | $ | 19.0610 | |||||
| May 16, 2022 | 48,498 | $ | 19.1776 | |||||
| May 17, 2022 | 159,000 | $ | 19.2116 | |||||
| May 18, 2022 | 124,352 | $ | 19.3275 | |||||
| May 19, 2022 | 114,906 | $ | 19.2095 | |||||
| May 20, 2022 | 35,281 | $ | 19.0635 | |||||
| May 23, 2022 | 96,200 | $ | 20.2819 | |||||
| May 24, 2022 | 66,569 | $ | 20.2614 | |||||
| May 25, 2022 | 131,673 | $ | 21.3647 | |||||
| May 26, 2022 | 174,132 | $ | 21.8641 | |||||
| May 27, 2022 | 137,506 | $ | 22.2588 | |||||
| May 31, 2022 | 160,000 | $ | 22.0450 | |||||
| June 1, 2022 | 304,193 | $ | 22.7940 | |||||
| June 2, 2022 | 71,025 | $ | 22.6344 | |||||
| CUSIP No. 87484T108 | 13D | Page 17 of 20 Pages |
Except for the foregoing, none of the Reporting Persons has effected any transactions in the Common Stock since the most recent filing on Schedule 13D.
(d) None.
(e) Not applicable.
| CUSIP No. 87484T108 | 13D | Page 18 of 20 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: June 6, 2022
| 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 | ||
| 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 | ||
| CUSIP No. 87484T108 | 13D | Page 19 of 20 Pages |
| 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 | ||
| 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 | ||
| CUSIP No. 87484T108 | 13D | Page 20 of 20 Pages |
| 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. | ||