SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

BAYOU CITY ENERGY MANAGEMENT LLC

(Last)

(First)

(Middle)

1201 LOUISIANA STREET, SUITE 3308

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2018

3. Issuer Name and Ticker or Trading Symbol
Alta Mesa Resources, Inc. /DE [ AMR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock	08/08/2018	⁽⁵⁾	Class A Common Stock	77,362,566⁽¹⁾	⁽⁵⁾	I	Through High Mesa Holdings, LP⁽³⁾⁽⁴⁾
Class C Common Stock	08/08/2018	⁽⁵⁾	Class A Common Stock	3,942,773⁽²⁾	⁽⁵⁾	I	Through KFM Holdco, LLC⁽³⁾⁽⁴⁾

Explanation of Responses:

1. (a) 57,649,390 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 19,713,176 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company that are issuable if the Class A Common Stock trades above certain thresholds (the "Earn-Out Shares"), in each case held by High Mesa Holdings, LP ("HMH").

2. (a) 2,140,750 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company, which are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and (b) 1,802,023 Earn-Out Shares, in each case, held by KFM Holdco, LLC ("KFM" and together with HMH, the "Alta Mesa Holders").

3. The common units in SRII Opco, LP, shares of Class C Common Stock and Earn-Out Shares referenced in this filing were all issued pursuant to a business combination that closed on February 9, 2018 whereby the Company acquired all of the outstanding equity of Alta Mesa Holdings, LP from HMH and another person, and all of the outstanding equity of Kingfisher Midstream, LLC from KFM. The common units of SRII Opco, LP and the corresponding shares of Class C Common Stock of the Company issued to the Alta Mesa Holders in exchange for the equity of Alta Mesa Holdings, LP may not be converted into shares of Class A Common Stock until August 8, 2018.

4. (Continued from footnote 3) Bayou City Energy Management LLC ("BCEM") manages, directly or indirectly BCE-MESA Holdings, LLC and BCE-AMH Holdings, LLC which manage, directly or indirectly, each of the Alta Mesa Holders through High Mesa, Inc. Therefore, BCEM may be deemed to be the beneficial owner of all shares of the Company's Class A Common Stock beneficially owned by the Alta Mesa Holders.

5. Each common unit of SRII Opco, LP combined with a corresponding share of Class C Common Stock of the Company issued to the Alta Mesa Holders in exchange for the equity of Alta Mesa Holdings, LP may be converted into one share of Class A Common Stock

Remarks:

	Bayou City Energy Management LLC, /s/ William W. McMullen, Managing Partner	06/12/2018
	** 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 5 (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).
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