| CUSIP No. 205768302 | 13G | Page 1 of 9 Pages |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Comstock Resources, Inc.
(Name of Issuer)
Common Stock, $.50 Par Value
(Title of Class of Securities)
205768302
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
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).
Page 1 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 2 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS
Knighthead Capital Management, 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
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 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 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
Page 2 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 3 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS
Thomas A. Wagner | |||||
| 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 of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 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 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
Page 3 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 4 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS
Ara D. Cohen | |||||
| 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 of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 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 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
Page 4 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 5 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS
Knighthead 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
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 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 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
Page 5 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 6 of 9 Pages |
| 1 | NAMES OF REPORTING PERSONS
Knighthead Master Fund, 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
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 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 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
Page 6 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 7 of 9 Pages |
| Item 1(a). | Name of Issuer: Comstock Resources, Inc. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
| Item 2(a). | Name of Persons Filing: |
This Schedule 13G is being filed by:
| i. | Knighthead Capital Management, LLC (the “Investment Manager”). |
| ii. | Knighthead GP, LLC (the “Fund GP”). |
| iii. | Knighthead Master Fund, L.P. (the “Master Fund”). |
| iv. | Mr. Thomas A. Wagner and Mr. Ara D. Cohen (collectively, the “Founders”) (the Founders, together with the Investment Manager, the Fund GP and the Master Fund, the “Reporting Persons”). |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
1140 Avenue of the Americas, 12th Floor
New York, NY 10036
| Item 2(c). | Citizenship: |
| Investment Manager: | Delaware | |||
| Fund GP: | Delaware | |||
| Master Fund: | Cayman Islands | |||
| Founders: | United States of America |
| Item 2(d). | Title of Class of Securities: Common Stock, $.50 Par Value (“Common Stock”) |
| Item 2(e). | CUSIP Number: 205768302 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
The information set forth in rows 5 through 11 of the cover pages to this Schedule 13G is incorporated by reference.
Page 7 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 8 of 9 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| 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. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
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.
Page 8 of 9 Pages
| CUSIP No. 205768302 | 13G | Page 9 of 9 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.
Dated: February 14, 2019
| Knighthead Capital Management, LLC | ||
| By: | /s/ Thomas A. Wagner | |
| Name: | Thomas A. Wagner | |
| Title: | Managing Member | |
| Knighthead GP, LLC | ||
| By: | /s/ Thomas A. Wagner | |
| Name: | Thomas A. Wagner | |
| Title: | Authorized Signatory | |
| Knighthead Master Fund, L.P. | ||
| By: | Knighthead GP, LLC, its general partner | |
| By: | /s/ Thomas A. Wagner | |
| Name: | Thomas A. Wagner | |
| Title: | Authorized Signatory | |
| /s/ Thomas A. Wagner | ||
| Thomas A. Wagner | ||
| /s/ Ara D. Cohen | ||
| Ara D. Cohen | ||
Page 9 of 9 Pages