SEC FORM 4

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^*

Cole Homer Gene

(Last)

(First)

(Middle)

C/O ALTA MESA RESOURCES, INC.

15021 KATY FREEWAY, SUITE 400

(Street)

HOUSTON

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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Technical Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock⁽¹⁾	⁽¹⁾	02/09/2018		J⁽²⁾		72,600		08/08/2018	⁽¹⁾	Class A Common Stock	72,618	⁽³⁾	72,600	I	By High Mesa Holdings, LP⁽⁴⁾⁽⁶⁾
Class C Common Stock⁽¹⁾	⁽¹⁾	02/09/2018		J⁽²⁾		128,623		08/08/2018	⁽¹⁾	Class A Common Stock	128,623	⁽³⁾	251,223	I	By High Mesa Inc.⁽⁵⁾

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. The reporting person's proportionate share of (a) 137,175,136 common units of SRII Opco, LP and an equal number of shares of Class C Common Stock of the Company and (b) 46,906,960 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.

5. The reporting person's 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, Inc.

6. The reporting person is party to a voting agreement with respect to more than 10% of the outstanding shares of the Company's Class A Common Stock and therefore, by rule, may be considered the beneficial owner of such shares.

Remarks:

	/s/ Kimberly O. Warnica, Attorney in Fact	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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