0000899243-18-007998.txt : 20180319 0000899243-18-007998.hdr.sgml : 20180319 20180319180235 ACCESSION NUMBER: 0000899243-18-007998 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180319 FILED AS OF DATE: 20180319 DATE AS OF CHANGE: 20180319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fifth Creek Energy Company, LLC CENTRAL INDEX KEY: 0001734414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38435 FILM NUMBER: 18700054 BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 420 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 586-4179 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 420 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Energy Capital Management, L.L.C. CENTRAL INDEX KEY: 0001471812 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38435 FILM NUMBER: 18700053 BUSINESS ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 5221 N. O'CONNOR BLVD., SUITE 1100 CITY: IRVING STATE: TX ZIP: 75039 FORMER NAME: FORMER CONFORMED NAME: NGP Energy Capital Management LLC DATE OF NAME CHANGE: 20090909 FORMER NAME: FORMER CONFORMED NAME: NGP Energy Capital Management, LLC DATE OF NAME CHANGE: 20090908 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HighPoint Resources Corp CENTRAL INDEX KEY: 0001725526 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 823620361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BILL BARRETT CORPORATION, 1099 18TH ST. STREET 2: SUITE 2300 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303)312-8548 MAIL ADDRESS: STREET 1: BILL BARRETT CORPORATION, 1099 18TH ST. STREET 2: SUITE 2300 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Red Rider Holdco, Inc. DATE OF NAME CHANGE: 20171214 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-03-19 0 0001725526 HighPoint Resources Corp HPR 0001734414 Fifth Creek Energy Company, LLC 5221 N O'CONNOR BLVD, 11TH FLOOR IRVING TX 75039 0 0 1 1 Director by Deputization 0001471812 NGP Energy Capital Management, L.L.C. 5221 N O'CONNOR BLVD, 11TH FLOOR IRVING TX 75039 0 0 1 1 Director by Deputization Common Stock 100000000 D This form is jointly filed by Fifth Creek Energy Company, LLC ("FCEC") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Acquired pursuant to the Plan of Merger, dated as of December 4, 2017, by and among Bill Barrett Corporation, Fifth Creek Energy Operating Company, LLC, HighPoint Resources Corporation, f/k/a Red Rider Holdco, Inc. (the "Company"), Rio Merger Sub, LLC, Rider Merger Sub, Inc., and, for limited purposes set forth in the merger agreement, FCEC, and NGP Natural Resources XI, L.P. ("NGP"). Upon the closing of the merger on March 19, 2018, FCEC received 100,000,000 shares of Company common stock, representing approximately 48% of the shares expected to be outstanding upon closing. The reported securities are owned directly by FCEC and indirectly by NGP XI US Holdings L.P. ("NGP XI US Holdings"), which owns a majority of the capital interests in FCEC. As a result, NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by FCEC. NGP XI Holdings GP, L.L.C. ("NGP XI Holdings GP") (the sole general partner of NGP XI US Holdings), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI") (the sole member of NGP XI Holdings GP), G.F.W. Energy XI, L.P. ("GFW Energy XI") (the sole general partner of NGP Natural Resources XI) and GFW XI, L.L.C. ("GFW XI") (the sole general partner of GFW Energy XI) may each also be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. (Continued from footnote 3) GFW XI has delegated full power and authority to manage NGP XI US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares. Each of FCEC, NGP XI Holdings GP, NGP Natural Resources XI, GFW Energy XI, GFW XI and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein. On March 19, 2018, FCEC, NGP and the Company entered into the Stockholders' Agreement, pursuant to which, among other matters, the Company will grant FCEC certain director designation rights for so long as FCEC continues to own at least 10% of the Company's issued and outstanding common stock. /s/ Mike Starzer, Authorized Person 2018-03-19 /s/ Tony R. Weber, Authorized Representative of NGP Energy Capital Management, L.L.C. 2018-03-19