Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

 

☒

Rule 13d-1(c)

 

☐

Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

 

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SCHEDULE 13G

 

 

1	NAMES OF REPORTING PERSONS
	EIGF Aggregator LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,582,742
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,582,742
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,582,742*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.6%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

 

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* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 2,430,592 shares of common stock, representing 2.4% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

1	NAMES OF REPORTING PERSONS
	TE Drilling Aggregator LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			176,320
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			176,320
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	176,320*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

 

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* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 165,934 shares of common stock, representing 0.2% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	Aurora C-I Holding L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,759,063
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,759,063
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,759,063*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7%*
12	TYPE OF REPORTING PERSON (see instructions)
	PN

 

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* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 2,596,527 shares of common stock, representing 2.6% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Energy Income and Growth Fund I L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,582,742
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,582,742
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,582,742*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.6%*
12	TYPE OF REPORTING PERSON (see instructions)
	PN

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 2,430,592 shares of common stock, representing 2.4% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Associates EIGF L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,341,805
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,341,805
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,341,805*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.3%*
12	TYPE OF REPORTING PERSON (see instructions)
	PN

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* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,027,119 shares of common stock, representing 5.0% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR EIGF LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,518,125
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,518,125
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

 

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* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Energy Income and Growth Fund I-TE L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			176,320
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			176,320
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	176,320*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%*
12	TYPE OF REPORTING PERSON (see instructions)
	PN

 

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* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 165,934 shares of common stock, representing 0.2% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Associates EIGF TE L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			176,320
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			176,320
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	176,320*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.2%*
12	TYPE OF REPORTING PERSON (see instructions)
	PN

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 165,934 shares of common stock, representing 0.2% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	Aurora Holding GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			2,759,063
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			2,759,063
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,759,063*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.7%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 2,596,527 shares of common stock, representing 2.6% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Upstream Associates LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,518,125
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,518,125
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Fund Holdings L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,518,125
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,518,125
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	PN

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Upstream LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			5,518,125
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,518,125
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

1	NAMES OF REPORTING PERSONS
	KKR Fund Holdings GP Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,518,125
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,518,125
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Group Holdings L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,518,125
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,518,125
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	PN

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

CUSIP No.

96812T102

 

1	NAMES OF REPORTING PERSONS
	KKR Group Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,518,125
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,518,125
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	OO

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

1	NAMES OF REPORTING PERSONS
	KKR & Co. L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a) ☐
	(b) ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			5,518,125
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			5,518,125
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON(see instructions)
	PN

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

CUSIP No.

96812T102

SCHEDULE 13G

 

 

1	NAMES OF REPORTING PERSONS
	Henry R. Kravis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			5,518,125
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,518,125
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (see instructions)
	IN

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

SCHEDULE 13G

 

 

1	NAMES OF REPORTING PERSONS
	George R. Roberts
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			5,518,125
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,518,125
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,518,125*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%*
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

---

* Represents shares of common stock beneficially owned at June 30, 2017.  As of the date of filing, the Reporting Person beneficially owned 5,193,053 shares of common stock, representing 5.1% of the total number of shares of common stock outstanding.

 

STATEMENT ON SCHEDULE 13G

 

Pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of WildHorse Resource Development Corporation (the “Issuer”).

 

Item 1.

 

(a)	Name of Issuer:

 

WildHorse Resource Development Corporation

 

(b)	Address of Issuer’s Principal Executive Offices:

9805 Katy Freeway, Suite 400

Houston, Texas 77024

 

Item 2.

 

(a)	Name of Person Filing:

EIGF Aggregator LLC (“EIGF Aggregator”)

TE Drilling Aggregator LLC (“TE Drilling Aggregator”)

Aurora C-I Holding L.P. (“Aurora C-I”)

KKR Energy Income and Growth Fund I L.P. (“KKR Energy Income”)

KKR Associates EIGF L.P. (“KKR Associates”)

KKR EIGF LLC (“KKR EIGF”)

KKR Energy Income and Growth Fund I-TE L.P. (“KKR Energy Income TE”)

KKR Associates EIGF TE L.P. (“KKR Associates TE”)

Aurora Holding GP LLC (“Aurora Holding”)

KKR Upstream Associates LLC (“KKR Upstream Associates”)

KKR Fund Holdings L.P. (“KKR Fund Holdings”)

KKR Upstream LLC (“KKR Upstream”)

KKR Fund Holdings GP Limited (“KKR Fund Holdings GP”)

KKR Group Holdings L.P. (“KKR Group Holdings”)

KKR Group Limited (“KKR Group”)

KKR & Co. L.P. (“KKR & Co.”)

KKR Management LLC (“KKR Management”)

Henry R. Kravis

George R. Roberts

 

(b)	Address of Principal Business Office or, if None, Residence:

The principal business office for all persons filing (other than George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

(c)	Citizenship:

 

See Item 4 of each cover page.

 

(d)	Title and Class of Securities:

 

Common Stock, par value $0.01 per share.

 

(e)	CUSIP No.:

 

96812T102

 

Item 3.

 

Not applicable.

 

Item 4.

Ownership.

(a)	Amount beneficially owned:

The ownership percentages set forth below as of June 30, 2017 are based on 101,136,017 shares of Common Stock outstanding as of June 30, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, as filed with the Securities and Exchange Commission (“SEC”) on August 10, 2017.  Ownership percentages as of the date of filing are based on 101,171,233 shares of Common Stock outstanding as of October 31, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the SEC on November 9, 2017.   As indicated in the Schedule 14C filed by the Issuer with the SEC on June 29, 2017, a total of 5,518,125 shares of common stock were subsequently issued to the Reporting Persons on June 30, 2017.

As of June 30, 2017, (i) EIGF Aggregator may have been deemed to be the beneficial owner of 2,582,742 shares of Common Stock, which represented 2.6% of the total number of shares of Common Stock outstanding, (ii) TE Drilling Aggregator may have been deemed to be the beneficial owner of 176,320 shares of Common Stock, which represented 0.2% of the total number of shares of Common Stock outstanding, and (iii) Aurora C-I may have been deemed to be the beneficial owner of 2,759,063 shares of Common Stock, which represented 2.7% of the total number of shares of Common Stock outstanding.  There was no change in the number of shares held by each of EIGF Aggregator, TE Drilling Aggregator and Aurora C-I between June 30, 2017 and December 31, 2017.  As of the date of filing, EIGF Aggregator, TE Drilling Aggregator and Aurora C-I may have been deemed to be the beneficial owner of 2,430,592, 165,934 and 2,596,527 shares of Common Stock, respectively, representing 2.4%, 0.2% and 2.6% of the outstanding Common Stock, respectively.

KKR Energy Income may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by EIGF Aggregator (as the managing member of EIGF Aggregator) and Aurora Holding may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Aurora C-I (as the sole general partner of Aurora C-I), but each disclaims beneficial ownership of such shares.  Each of KKR Energy Income TE (as the sole member of TE Drilling Aggregator) and KKR Associates TE (as the sole general partner of KKR Energy Income TE) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by TE Drilling Aggregator, but each disclaims beneficial ownership of such shares.

KKR Associates may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by EIGF Aggregator (as the sole general partner of KKR Energy Income, which is the managing member of EIGF Aggregator) and Aurora C-I (as the sole member of Aurora Holding, which is the sole general partner of Aurora C-I), for an aggregate of 5,341,805 shares of Common Stock, or 5.3%, as of June 30, 2017 or 5,027,119 shares of Common Stock, or 5.0%, as of the date of filing, but each disclaims beneficial ownership of such shares.

 

Each of KKR EIGF (as the sole general partner of KKR Associates and as the sole general partner of KKR Associates TE), KKR Upstream Associates (as the sole member of KKR EIGF), KKR Fund Holdings and KKR Upstream (as the members of KKR Upstream Associates), KKR Fund Holdings GP (as a general partner of KKR Fund Holdings),  KKR Group Holdings (as a general partner of KKR Fund Holdings and the sole shareholder of KKR Fund Holdings GP), KKR Group (as the sole general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the sole general partner of KKR & Co.) and each of Henry R. Kravis and George R. Roberts (as the designated members of KKR Management) may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by EIGF Aggregator, Aurora C-I and TE Drilling Aggregator, for an aggregate of 5,518,125 shares of Common Stock, or 5.5%, as of June 30, 2017 or 5,193,053 shares of Common Stock, or 5.1%, as of the date of filing, but each disclaims beneficial ownership of such shares.

(b)	Percent of class:

See Item 4(a) above.

(c)	Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Item 5 of each cover page.

(ii)

Shared power to vote or to direct the vote

See Item 6 of each cover page.

(iii)

Sole power to dispose or to direct the disposition of

See Item 7 of each cover page.

(iv)

Shared power to dispose or to direct the disposition of

See Item 8 of each cover page.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Item 4 above.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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.

 

Dated:  February 5, 2018

 

 

 

 

EXHIBITS

 

 

29

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