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