FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Falcon Minerals Corp [ FLMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/22/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock(1) | 10/22/2019 | S | 19,207 | D | $6.52(2) | 952,198 | D(3) | |||
Class A Common Stock(4) | 10/22/2019 | S | 19,808 | D | $6.52(2) | 955,301 | D(3) | |||
Class A Common Stock(5) | 10/22/2019 | S | 3,810 | D | $6.52 | 61,135 | D(3) | |||
Class A Common Stock(6) | 10/22/2019 | S | 13,265 | D | $6.52 | 672,555 | D(3) | |||
Class A Common Stock(7) | 10/22/2019 | S | 61,537 | D | $6.52(2) | 1,897,864 | D(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Shares sold by HITE Hedge QP LP. |
2. These shares were sold in multiple transactions at prices of either $6.50 or $6.52. The price reported in Column 4 is a weighted average price. |
3. HITE Hedge Asset Management LLC may be deemed the indirect beneficial owner of these shares as a result of its role as investment adviser to the seller. James M. Jampel may be deemed the indirect beneficial owner of these shares as a result of his serving as Managing Member of HITE Hedge Asset Management LLC. After giving effect to all of the sales reflected in this Form 4, each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed the indirect beneficial owner of a total of 5,573,364 shares of Class A Common Stock. Mr. Jampel disclaims beneficial ownership of the shares reported except to the extent of his pecuniary interest therein. |
4. Shares sold by HITE Hedge LP. |
5. Shares sold by HITE MLP Caymans Ltd. |
6. Shares sold by HITE MLP Advantage LP. |
7. Shares sold by HITE Hedge Offshore Ltd. |
Remarks: |
This Form 4 is filed jointly by HITE Hedge Asset Management LLC, HITE Hedge QP LP, HITE Hedge LP, HITE MLP Caymans Ltd., HITE MLP Advantage LP, HITE Hedge Offshore Ltd., and James M. Jampel. As of October 24, 2019, each of the reporting persons is a member of a Section 13(d) group that may be deemed to collectively own a total of 5,573,364 shares of Class A Common Stock. Of those 5,573,364 shares, 463,730 are held directly by HITE MLP Advantage Caymans Ltd., 955,301 are held directly by HITE Hedge LP, 952,198 are held directly by HITE Hedge QP LP, 179,022 are held directly by HITE Energy LP, 1,897,864 are held directly by HITE Hedge Offshore Ltd., 672,555 are held directly by HITE MLP Advantage LP, 61,135 are held directly by HITE MLP Caymans Ltd., 391,559 are held directly by HITE MLP LP, and none are held directly by HITE Hedge Asset Management LLC or James M. Jampel. |
HITE Hedge Asset Management LLC, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member | 10/24/2019 | |
HITE Hedge QP LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager | 10/24/2019 | |
HITE Hedge LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager | 10/24/2019 | |
HITE MLP Caymans Ltd., By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager | 10/24/2019 | |
HITE MLP Advantage LP, By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager | 10/24/2019 | |
HITE Hedge Offshore Ltd., By: HITE Hedge Capital LP, its General Partner, By: HITE Hedge Capital LLC, its General Partner, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager | 10/24/2019 | |
James M. Jampel, By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel | 10/24/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |