0000899243-19-028680.txt : 20191206 0000899243-19-028680.hdr.sgml : 20191206 20191206155426 ACCESSION NUMBER: 0000899243-19-028680 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191206 FILED AS OF DATE: 20191206 DATE AS OF CHANGE: 20191206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RALEIGH MICHAEL PATRICK CENTRAL INDEX KEY: 0001364737 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32720 FILM NUMBER: 191273058 MAIL ADDRESS: STREET 1: SUITE 550 STREET 2: 10000 MEMORIAL DRIVE CITY: HOUSTON STATE: TX ZIP: 77024 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pressburg, LLC CENTRAL INDEX KEY: 0001326428 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 831984112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 14701 HERTZ QUAIL SPRINGS PKWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 BUSINESS PHONE: 405-896-8050 MAIL ADDRESS: STREET 1: 14701 HERTZ QUAIL SPRINGS PKWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 FORMER COMPANY: FORMER CONFORMED NAME: ROAN RESOURCES, INC. DATE OF NAME CHANGE: 20180924 FORMER COMPANY: FORMER CONFORMED NAME: LINN ENERGY, INC. DATE OF NAME CHANGE: 20170228 FORMER COMPANY: FORMER CONFORMED NAME: LINN ENERGY, LLC DATE OF NAME CHANGE: 20060817 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-06 1 0001326428 Pressburg, LLC ROAN 0001364737 RALEIGH MICHAEL PATRICK 14701 HERTZ QUAIL SPRINGS PARKWAY OKLAHOMA CITY OK 73134 1 0 0 0 Class A common stock 2019-12-06 4 D 0 76269766 D 0 I See Footnote The Issuer, Citizen Energy Operating, LLC ("Citizen") and Citizen Energy Pressburg Inc., a subsidiary of Citizen ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated October 1, 2019 (the "Merger Agreement"), pursuant to which, among other things, on December 6, 2019, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Citizen. At the effective time of the Merger, each outstanding share of Class A common stock, $0.001 par value per share, of the Issuer was cancelled and converted into a right to receive $1.52 in cash. Includes 76,269,766 shares of Class A common stock held directly by Roan Holdings, LLC ("Roan Holdings"). JVL Advisors, LLC ("JVL"), indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children's Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP, beneficially owns an approximate 74.14% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is the Reporting Person. The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; (Continued from Footnote 2) thus, the Reporting Person may also be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose. /s/ Will Jordan, attorney-in-fact 2019-12-06