0000899243-18-016132.txt : 20180612 0000899243-18-016132.hdr.sgml : 20180612 20180612084837 ACCESSION NUMBER: 0000899243-18-016132 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180609 FILED AS OF DATE: 20180612 DATE AS OF CHANGE: 20180612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCE-MESA HOLDINGS LLC CENTRAL INDEX KEY: 0001743052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38040 FILM NUMBER: 18893628 BUSINESS ADDRESS: STREET 1: 1201 LOUISIANA STREET, SUITE 3308 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 400-8200 MAIL ADDRESS: STREET 1: 1201 LOUISIANA STREET, SUITE 3308 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Alta Mesa Resources, Inc. /DE CENTRAL INDEX KEY: 0001690769 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 814433840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15021 KATY FREEWAY STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77094 BUSINESS PHONE: 281-530-0991 MAIL ADDRESS: STREET 1: 15021 KATY FREEWAY STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77094 FORMER COMPANY: FORMER CONFORMED NAME: Silver Run Acquisition Corp II DATE OF NAME CHANGE: 20161123 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-06-09 0 0001690769 Alta Mesa Resources, Inc. /DE AMR 0001743052 BCE-MESA HOLDINGS LLC 1201 LOUISIANA STREET, SUITE 3308 HOUSTON TX 77002 0 0 1 0 Class A Common Stock 0 D Class C Common Stock 2018-08-08 Class A Common Stock 64310538 I Through High Mesa Holdings, LP Class C Common Stock 2018-08-08 Class A Common Stock 3277578 I Through KFM Holdco, LLC (a) 47,923,220 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) 16,387,318 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"). (a) 1,779,579 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) 1,497,999 Earn-Out Shares, in each case, held by KFM Holdco, LLC ("KFM" and together with HMH, the "Alta Mesa Holders"). 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. BCE-MESA Holdings, LLC ("BCE") manages, directly or indirectly, each of the Alta Mesa Holders through High Mesa, Inc. Therefore, BCE 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. 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. BCE-MESA Holdings, LLC, by Bayou City Energy Management LLC, its Manager, /s/ William W. McMullen, Managing Partner 2018-06-12