SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ECOFIN LTD

(Last) (First) (Middle)
15 BUCKINGHAM STREET

(Street)
LONDON X0 WC2N 6DU

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lonestar Resources US Inc. [ LONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Voting Common Stock 09/26/2016 J 4,174,259(1)(2)(3) A (2) 4,174,259 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Ecofin Limited ("Ecofin") is reporting beneficial ownership of 4,174,259 shares of the Issuer's Class A Voting Common Stock ("Shares"), which as of September 26, 2016 were held directly by EFR Guernsey Holding Limited ("EFR").
2. On September 26, 2016, Ecofin served as investment manager to EFR's parent company, and as a result Ecofin may be deemed as of such date to be beneficial owner of the Shares for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"). Due to a change of the terms of the investment management agreement between the parent of EFR and Ecofin on September 26, 2016, under which Ecofin may be entitled to a performance fee in respect of the Shares held directly by EFR, Ecofin may be deemed as of September 26, 2016 to have a pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in the Shares for purposes of Section 16 of the Exchange Act. Ecofin disclaims beneficial ownership of the Shares held by EFR, except to the extent of Ecofin's pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that Ecofin is or was the beneficial owner of any of the Shares.
3. Due to a subsequent decision by the board of EFR's parent to restrict Ecofin's control as investment manager and to exercise sole investing and voting power over the Shares held directly by EFR, Ecofin is no longer deemed to have beneficial ownership of the Shares held directly by EFR under Section 13(d) of the Exchange Act as of October 21, 2016. As a result, Ecofin is no longer subject to Section 16 as of October 21, 2016.
Remarks:
/s/ Vincent Barnouin, Chief Executive Officer 11/07/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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