SEC FORM 4

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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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 Holdings Ltd

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST. HELIER, CHANNEL ISLANDS

JE1 1BJ

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾
Class A Voting Common Stock								148,958	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Ecofin Holdings Limited ("EHL") 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, EHL's wholly-owned subsidiary Ecofin Limited ("EL") served as investment manager to EFR's parent company, and as a result EHL 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 EL on September 26, 2016, under which EL may be entitled to a performance fee in respect of the Shares held directly by EFR, EHL 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. EHL disclaims beneficial ownership of the Shares held by EFR, except to the extent of EHL's pecuniary interest therein. The filing of this Form 4 shall not be construed as an admission that EHL 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 EL's control as investment manager and to exercise sole investing and voting power over the Shares held directly by EFR, EHL 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, EHL is no longer subject to Section 16 as of October 21, 2016.

Remarks:

	Sharon Le Lo and Kristina Stone, Authorized Signatories, RBC Corporate Services (CI) Limited, Director	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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