SEC Form 4
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*
McMullen William Wallace

(Last) (First) (Middle)
C/O ALTA MESA RESOURCES, INC.
15021 KATY FREEWAY, SUITE 400

(Street)
HOUSTON TX 77094

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alta Mesa Resources, Inc. /DE [ AMR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Class C Common Stock(1) (1) 02/09/2018 J(2) 81,305,340 08/08/2018 (1) Class A Common Stock 81,305,340 (3) 81,305,340 I Please see footnotes(4)(5)(6)
Explanation of Responses:
1. Common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of Alta Mesa Resources, Inc. (the "Company"), are convertible, as a unit, into an equal number of shares of Class A Common Stock of the Company and have no expiration date.
2. The securities were acquired in a business combination pursuant to which the Company acquired all of the equity interests in Alta Mesa Holdings, LP and Kingfisher Midstream, LLC (the "Business Combination").
3. In the Business Combination, the common units of SRII Opco, LP and shares of Class C Common Stock of the Company, considered as a unit, had an implied value of $10.00 per unit.
4. BCE-AMH Holdings, LLC, a Delaware limited liability company, holds 13,717,224 shares of Class C Common Stock on account of its proportionate share of (a) 142,268,993 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa Holdings, LP.
5. BCE-MESA Holdings, LLC, a Delaware limited liability company, holds 67,588,116 shares of Class C Common Stock on account of its proportionate share of (a) 142,268,993 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 51,194,824 Earn-Out Shares, in each case, beneficially owned by High Mesa, LP.
6. Each of BCE-AMH Holdings, LLC and BCE-MESA Holdings, LLC (collectively, the "BCE Holders") are managed, directly or indirectly, by Bayou City Energy Management LLC ("BCEM"). The Mr. McMullen is the Managing Partner of BCEM. Each of BCEM (by virtue of its relationship with the BCE Holders) and Mr. McMullen (by virtue of his relationship with BCEM), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class C Common Stock which the BCE Holders beneficially own. Mr. McMullen disclaims beneficial ownership of such Class C Common Stock except to the extent of his pecuniary interest therein. Mr. McMullen (by virtue of his relationship to BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Class C Common Stock which BCEM beneficially owns. Mr. McMullen disclaims beneficial ownership of such Class C Common Stock except to the extent of his pecuniary interest therein.
Remarks:
/s/ William W. McMullen 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 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).
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