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