0000950170-23-067388.txt : 20231201 0000950170-23-067388.hdr.sgml : 20231201 20231201165503 ACCESSION NUMBER: 0000950170-23-067388 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231201 DATE AS OF CHANGE: 20231201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spath John B. CENTRAL INDEX KEY: 0001999009 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38497 FILM NUMBER: 231460290 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TALOS ENERGY INC. CENTRAL INDEX KEY: 0001724965 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 823532642 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-328-3000 MAIL ADDRESS: STREET 1: 333 CLAY STREET STREET 2: SUITE 3300 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: SAILFISH ENERGY HOLDINGS Corp DATE OF NAME CHANGE: 20171211 3 1 ownership.xml 3 X0206 3 2023-12-01 0 0001724965 TALOS ENERGY INC. TALO 0001999009 Spath John B. 333 CLAY STREET, SUITE 3300 HOUSTON TX 77002 false true false false See Remarks Common Stock 59651 D Performance Share Unit Common Stock 29623 D Includes (i) 4,539 restricted stock units ("RSUs") granted on March 8, 2021, which vest on March 8, 2024, (ii) 9,677 RSUs granted on March 5, 2022, 4,838 of which vest on March 5, 2024 and 4,839 of which vest on March 5, 2025, (iii) 30,326 RSUs granted on March 5, 2022, which vest on March 5, 2024 and (iv) 15,109 RSUs granted March 24, 2023, of which 5,036 vest March 24, 2024, 5,036 vest on March 24, 2025 and 5,037 vest on March 24, 2026. Each RSU was issued pursuant to the Talos Energy Inc. 2021 Long Term Incentive Plan (the "LTIP") and represents a contingent right to receive one share of common stock, par value $0.01 per share of Talos Energy Inc. (a "Share") upon vesting. The RSUs were compensatory awards and were received for no cash consideration. Each performance share unit ("PSU") represents a contingent right to receive one Share. Between 0% and 200% of the target number of PSUs granted are eligible to vest based on continued employment and the Issuer's annualized absolute total shareholder return over the period from (i) January 1, 2022 through December 31, 2024 with respect to 14,514 PSUs and (ii) January 1, 2023 through December 31, 2025 with respect to 15,109 PSUs. The PSUs granted in clauses (i) and (ii) were issued to the reporting person pursuant to the LTIP prior to such reporting person becoming a Section 16 officer on each of March 5, 2022 and March 5, 2023, respectively. Exhibit 24.1 - Power of Attorney Executive Vice President and Head of Operations /s/ William S. Moss III, attorney-in-fact 2023-12-01 EX-24.1 2 talo-ex24_1.htm EX-24.1 EX-24.1

 

POWER OF ATTORNEY
For Executing Forms 3, FORMS 4, FORMS 5 and Form 144

The undersigned hereby constitutes and appoints William S. Moss III, Deborah S. Huston and Brett Peace, or any of them acting without the other, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

1.
prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rule or regulation of the SEC;
2.
execute for and on behalf of the undersigned any Form 3, Form 4, Form 5 and Form 144 (including any amendments, corrections, supplements or other changes thereto) in accordance with Section 16(a) of the Exchange Act, and the rules thereunder, but only to the extent each form or schedule relates to the undersigned’s beneficial ownership of securities of Talos Energy Inc. or any of its subsidiaries;
3.
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form 3, Form 4, Form 5 or Form 144 (including any amendments, corrections, supplements or other changes thereto) and timely file the forms or schedules with the SEC and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
4.
take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein. The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (nor is Talos Energy Inc. assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

 

The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless Talos Energy Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Form 3, Form 4, Form 5 or Form 144 (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Talos Energy Inc., and agrees to reimburse Talos Energy Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, Form 4, Form 5 and Form 144 (including any amendments, corrections, supplements or other changes thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Talos Energy Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

[Signature page follows.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

/s/ John B. Spath

Signature

John B. Spath

Type or Print Name

 

December 1, 2023

Date

 

 

Signature Page to Power of Attorney