0000899243-18-001607.txt : 20180122 0000899243-18-001607.hdr.sgml : 20180122 20180122165259 ACCESSION NUMBER: 0000899243-18-001607 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180118 FILED AS OF DATE: 20180122 DATE AS OF CHANGE: 20180122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swanson Douglas E Jr CENTRAL INDEX KEY: 0001494330 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 18540351 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZORICH ROBERT L CENTRAL INDEX KEY: 0001229915 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 18540353 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PHILLIPS D MARTIN CENTRAL INDEX KEY: 0001142791 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 18540352 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Partners GP, LLC CENTRAL INDEX KEY: 0001726182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 18540354 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77022 BUSINESS PHONE: 7136596100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET STREET 2: SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Energy Capital Fund VIII, L.P. CENTRAL INDEX KEY: 0001504103 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 18540357 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713.659.6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Energy Capital Fund VIII Co-Investors, L.P. CENTRAL INDEX KEY: 0001537403 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 18540356 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713.659.6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EnCap Energy Capital Fund IX, L.P. CENTRAL INDEX KEY: 0001565683 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36511 FILM NUMBER: 18540355 BUSINESS ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-659-6100 MAIL ADDRESS: STREET 1: 1100 LOUISIANA STREET, SUITE 4900 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eclipse Resources Corp CENTRAL INDEX KEY: 0001600470 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 464812998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2121 OLD GATESBURG ROAD, SUITE 110 CITY: STATE COLLEGE STATE: PA ZIP: 16803 BUSINESS PHONE: (866)590-2568 MAIL ADDRESS: STREET 1: 2121 OLD GATESBURG ROAD, SUITE 110 CITY: STATE COLLEGE STATE: PA ZIP: 16803 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-01-18 0 0001600470 Eclipse Resources Corp ECR 0001504103 EnCap Energy Capital Fund VIII, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001537403 EnCap Energy Capital Fund VIII Co-Investors, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001565683 EnCap Energy Capital Fund IX, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001726182 EnCap Partners GP, LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 0 0 1 0 0001229915 ZORICH ROBERT L 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 1 0 0 0 0001142791 PHILLIPS D MARTIN 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 1 0 0 0 0001494330 Swanson Douglas E Jr 1100 LOUISIANA STREET, SUITE 4900 HOUSTON TX 77002 1 0 0 0 Common Stock, par value $0.01 per share 2018-01-18 4 P 0 37823596 2.4383 A 37823596 I See footnotes Common Stock, par value $0.01 per share 40420114 I See footnote Common Stock, par value $0.01 per share 72847294 I See footnote Common Stock, par value $0.01 per share 59687619 D Common Stock, par value $0.01 per share 23373 I See footnote Common Stock, par value $0.01 per share 23373 I See footnote Common Stock, par value $0.01 per share 23373 I See footnote On January 18, 2018, Eclipse Resources-PA, LP ("Eclipse PA"), a wholly owned subsidiary of Eclipse Resources Corporation, a Delaware corporation (the "Issuer"), and the Issuer completed the purchase of certain oil and gas leases, wells and other oil and gas rights and interests held by Travis Peak Resources, LLC, a Delaware limited liability company ("Travis Peak") covering approximately 44,500 net acres located in the counties of Tioga and Potter in the Commonwealth of Pennsylvania (such transaction, the "Travis Peak Transaction") pursuant to that certain Purchase and Sale Agreement dated December 8, 2017 by and among Travis Peak, the Issuer and Eclipse PA (the "PSA"). The aggregate purchase price for the Travis Peak Transaction, as adjusted pursuant to the PSA, was $92.2 million (the "Purchase Price"), (Continued from Footnote 1) which the Issuer paid entirely through the issuance of 37,823,596 shares (the "Shares") of the Issuer's shares of common stock, $0.01 par value (the "Common Stock") to Travis Peak. The number of Shares issued to Travis Peak was calculated by dividing the Purchase Price by $2.4383, which was the 30 consecutive-day volume weighted average price per share of the Common Stock ending on the second trading day immediately preceding the closing date. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. These securities are directly held by Travis Peak. Travis Peak is member-managed by TPR Holding Company, LLC ("TPR Holding"). EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") is a member of TPR Holding that holds the right to appoint three of the five representatives to the board of managers of TPR Holding. Each of the representatives to the board of managers of TPR Holding has one vote and decisions are made by a majority vote. As a result, EnCap Fund IX may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Travis Peak. The Form 4 filed on September 22, 2016 listed EnCap Partners, LLC as a reporting person. Effective April 6, 2017, EnCap Partners, LLC was converted into a limited partnership with the name EnCap Partners, LP ("EnCap Partners"). In connection with the conversion, EnCap Partners GP, LLC ("EnCap Partners GP") was formed as its sole general partner. (Continued from Footnote 4) EnCap Partners GP replaces EnCap Partners, LLC as a reporting person and a joint filer. EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Holdings Blocker"). EnCap Holdings Blocker is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to beneficially own these securities. These securities are directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is (i) the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP, and (ii) the sole limited partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII Co-Invest. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to beneficially own these securities. These securities are directly held by EnCap Fund IX. EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Fund IX GP, the sole general partner of EnCap Fund IX. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to beneficially own these securities. These securities are directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to beneficially own these securities. These securities are directly held by Robert L. Zorich. These securities are directly held by D. Martin Phillips. These securities are directly held by Douglas E. Swanson, Jr. Exhibit List Exhibit 99 - Joint Filer Information EnCap Energy Capital Fund VIII, L.P., By: EnCap Equity Fund VIII GP, L.P., its general partner, EnCap Investments L.P., its general partner, EnCap Investments GP, L.L.C, its general partner, /s/ D. Martin Phillips, Managing Partner 2018-01-22 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                                                      Exhibit 99


                             Form 4 Joint Filer Information


Name:                               EnCap Energy Capital Fund VIII
                                    Co-Investors, L.P.
Address:                            1100 LOUISIANA STREET, SUITE 4900
                                    HOUSTON, TX 77002

Issuer & Ticket Symbol:             Eclipse Resources Corporation [ECR]
Date of Event Requiring Statement:  1/18/2018
Relationship of Reporting Person    10% Owner
to Issuer:
Signature:                          EnCap Energy Capital Fund VIII
                                    Co-Investors, L.P.


                                    By: EnCap Equity Fund VIII GP, L.P.,
                                        its general partner


                                    By: EnCap Investments L.P.,
                                        its general partner


                                    By: EnCap Investments GP, L.L.C,
                                        its general partner


                                    By: /s/ D. Martin Phillips, Managing Partner
                                        ----------------------------------------

Date:                               1/22/2018


Name:                               EnCap Energy Capital Fund IX, L.P.
Address:                            1100 LOUISIANA STREET, SUITE 4900
                                    HOUSTON, TX 77002

Issuer & Ticket Symbol:             Eclipse Resources Corporation [ECR]
Date of Event Requiring Statement:  1/18/2018
Relationship of Reporting Person    10% Owner
to Issuer:
Signature:                          EnCap Energy Capital Fund IX, L.P.


                                    By: EnCap Equity Fund IX GP, L.P.,
                                        its general partner


                                    By: EnCap Investments L.P.,
                                        its general partner


                                    By: EnCap Investments GP, L.L.C,
                                        its general partner


                                    By: /s/ D. Martin Phillips, Managing Partner
                                        ----------------------------------------

Date:                               1/22/2018

Name:                               EnCap Partners GP, LLC
Address:                            1100 LOUISIANA STREET, SUITE 4900
                                    HOUSTON, TX 77002

Issuer & Ticket Symbol:             Eclipse Resources Corporation [ECR]
Date of Event Requiring Statement:  1/18/2018
Relationship of Reporting Person    10% Owner
to Issuer:
Signature:
                                    By: /s/ D. Martin Phillips, Managing Partner
                                        ----------------------------------------

Date:                               1/22/2018

Name:                               Robert L. Zorich
Address:                            1100 LOUISIANA STREET, SUITE 4900
                                    HOUSTON, TX 77002

Issuer & Ticket Symbol:             Eclipse Resources Corporation [ECR]
Date of Event Requiring Statement:  1/18/2018
Relationship of Reporting Person    Director
to Issuer:
Signature:
                                    /s/ Robert L. Zorich
                                    ----------------------
Date:                               1/22/2018

Name:                               D. Martin Phillips
Address:                            1100 LOUISIANA STREET, SUITE 4900
                                    HOUSTON, TX 77002

Issuer & Ticket Symbol:             Eclipse Resources Corporation [ECR]
Date of Event Requiring Statement:  1/18/2018
Relationship of Reporting Person    Director
to Issuer:
Signature:
                                    /s/ D. Martin Phillips
                                    -----------------------
Date:                               1/22/2018

Name:                               Douglas E. Swanson, Jr.
Address:                            1100 LOUISIANA STREET, SUITE 4900
                                    HOUSTON, TX 77002

Issuer & Ticket Symbol:             Eclipse Resources Corporation [ECR]
Date of Event Requiring Statement:  1/18/2018
Relationship of Reporting Person    Director
to Issuer:
Signature:
                                    /s/ Douglas E. Swanson, Jr.
                                    ---------------------------
Date:                               1/22/2018