0001104659-19-071557.txt : 20191210
0001104659-19-071557.hdr.sgml : 20191210
20191210194105
ACCESSION NUMBER: 0001104659-19-071557
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191206
FILED AS OF DATE: 20191210
DATE AS OF CHANGE: 20191210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: JVL Advisors, L.L.C.
CENTRAL INDEX KEY: 0001571902
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32720
FILM NUMBER: 191278740
BUSINESS ADDRESS:
STREET 1: 10,000 MEMORIAL DRIVE
STREET 2: SUITE 550
CITY: HOUSTON
STATE: TX
ZIP: 77024
BUSINESS PHONE: 713-579-2621
MAIL ADDRESS:
STREET 1: 10,000 MEMORIAL DRIVE
STREET 2: SUITE 550
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
tm1924884d1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2019-12-06
1
0001326428
Pressburg, LLC
ROAN
0001571902
JVL Advisors, L.L.C.
10000 MEMORIAL DRIVE
SUITE 550
HOUSTON
TX
77024
0
0
1
0
Class A common stock
2019-12-06
4
D
0
78367634
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 762,698 shares of Class A common stock of the Issuer held by RH Debt Fund, L.P. The Reporting Person is the general partner of RH Debt Fund, L.P. and exercises voting and dispositive power over all securities held by RH Debt Fund, L.P. The Reporting Person may be deemed to share dispositive power over the securities held by RH Debt Fund, L.P.; 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 owned by RH Debt Fund, L.P. in excess of its 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.
Includes 76,269,766 shares of Class A common stock of the Issuer held by Roan Holdings, LLC ("Roan Holdings"). The Reporting Person, 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.
[Continued from Footnote 3] The board of managers of Roan Holdings consists of four managers, of which the Reporting Person has nominated three. The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; thus, it may also be deemed to be the beneficial owner of such securities. The Reporting Person disclaims any beneficial ownership of the reported securities owned by Roan Holdings in excess of the Reporting Person's pecuniary interest in such securities 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.
Includes an aggregate of 1,335,170 shares of Class A common stock of the Issuer held by Navitas Fund, LP, Luxiver, LP, Hephaestus Energy Fund, LP, Children's Energy Fund, LP, LVPU, LP, Asklepios Energy Fund, LP, Panakeia Energy Fund, LP and Blackbird 1846 Energy Fund, LP (collectively, the "Partnerships"). The Partnerships collectively hold 1,335,170 shares of Class A Common Stock of the Issuer. The Reporting Person is the ultimate controlling entity of each Partnership. Because of its control over, and investment management relationship with, the Partnerships, the Reporting Person may be deemed to have voting and dispositive power over the securities owned by the Partnerships; thus, the Reporting Person may also be deemed to be the beneficial owner of such securities.
[Continued from Footnote 5] The Reporting Person and each Partnership disclaims any beneficial ownership of the reported securities owned by the Partnerships in excess of Reporting Person or such Partnership's pecuniary interest in such securities 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/ John Lovoi, Manager
2019-12-10