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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Natural Gas Partners VII, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX 75039 |
X | |||
HERSH KENNETH A 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING, TX 75039 |
X |
Natural Gas Partners VII, L.P., by G.F.W. Energy VII, L.P., its general partner, by GFW VII, L.L.C., its general partner, by /s/ Kenneth A. Hersh, authorized member | 07/24/2013 | |
**Signature of Reporting Person | Date | |
Kennth A. Hersh | 07/24/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents a pro rata distribution for no consideration by Resolute Holdings, LLC ("Holdings") to its members, including Natural Gas Partners VII, L.P. ("NGP VII") and NGP-VII Income Co-Investment Opportunities, L.P. ("Co-Invest"). |
(2) | G.F.W. Energy VII, L.P. ("GFW Energy") is the sole general partner of NGP VII, and GFW VII, L.L.C. ("GFW LLC") is the sole general partner of GFW Energy. NGP VII owns 100% of NGP Income Management, L.L.C., which is the sole general partner of Co-Invest. GFW LLC may be deemed to beneficially own any securities held by NGP VII. Kenneth A. Hersh ("Hersh"), who is an authorized member of GFW, LLC, may be deemed an indirect beneficial owner of the securities currently owned by NGP VII and Co-Invest. |
(3) | These securities are held directly by Holdings. NGP VII owns a majority of the outstanding membership interests of Holdings and, therefore, Hersh, GFW LLC and NGP VII may be deemed indirect beneficial owners of the securities currently owned by Holdings. |
(4) | These securities are held directly by NGP VII. |
(5) | These securities are held directly by Co-Invest. |
(6) | Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |