0001062993-17-001704.txt : 20170404 0001062993-17-001704.hdr.sgml : 20170404 20170404161430 ACCESSION NUMBER: 0001062993-17-001704 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170329 FILED AS OF DATE: 20170404 DATE AS OF CHANGE: 20170404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Silver Run Acquisition Corp II CENTRAL INDEX KEY: 0001690769 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 814433840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-357-1400 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET STREET 2: SUITE 1450 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JACOBSON JONATHON S CENTRAL INDEX KEY: 0001080168 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17738321 MAIL ADDRESS: STREET 1: JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHFIELDS GP LLC CENTRAL INDEX KEY: 0001343484 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17738322 BUSINESS ADDRESS: STREET 1: C/O HIGHFIELDS CAPITAL MANAGEMENT LP STREET 2: 200 CLARENDON ST, 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-850-7500 MAIL ADDRESS: STREET 1: C/O HIGHFIELDS CAPITAL MANAGEMENT LP STREET 2: 200 CLARENDON ST, 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Highfields GP LLC DATE OF NAME CHANGE: 20051103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 17738323 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178507500 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 3 1 form3.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES X0206 3 2017-03-29 0 0001690769 Silver Run Acquisition Corp II SRUN 0001079563 HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON STREET, 59TH FLOOR BOSTON MA 02116 0 0 1 0 0001343484 HIGHFIELDS GP LLC C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON STREET, 59TH FLOOR BOSTON MA 02116 0 0 1 0 0001080168 JACOBSON JONATHON S C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON STREET, 59TH FLOOR BOSTON MA 02116 0 0 1 0 Class A Common Stock 11500000 I See Footnotes Common Stock Warrants (right to buy) Class A Common Stock 3833333 I See Footnotes This statement on Form 3 is being jointly filed by Highfields Capital Management LP, Highfields GP LLC and Jonathon S. Jacobson (collectively, the "Reporting Persons"). Highfields Capital Management LP is a registered investment advisor. The principal business of Highfields Capital Management LP is to act as an investment advisor to various private investment limited partnerships. Highfields GP LLC, as the General Partner of Highfields Capital Management LP, and Jonathan S. Jacobson, as the Managing Member of Highfields GP LLC, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Highfields Capital Management LP. This statement relates to securities held for the account of private investment funds for which Highfields Capital Management LP acts as investment manager: Highfields Capital I LP, Highfields Capital II LP, Highfields Capital IV LP, and Highfields Capital Ltd. The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof. The reported securities are included within 11,500,000 units of the Issuer (the "Units") purchased by the reporting person for a price of $10 per Unit. Each Unit consists of one share of the Issuer's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), and one-third of one warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share as described under the heading "Description of Securities-Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-216409). The Warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Issuer's initial business combination or 12 months following the closing of the Issuer's Initial Public Offering, as described under the heading "Description of Securities-Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-216409). The Warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described under the heading "Description of Securities-Warrants" in the Issuer's registration statement on Form S-1 (File No. 333-216409). /s/ Scott D. Pomfret, Highfields Capital Management LP 2017-04-04 /s/ Scott D. Pomfret, Highfields GP LLC 2017-04-04 /s/ Scott D. Pomfret as attorney-in-fact, Jonathon S. Jacobson 2017-04-04