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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/13/2023 |
3. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Common Stock | 15,571,809(1)(2)(3) | I | See FN(1)(2)(3)(4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Bain Capital Credit Managed Account (E), L.P. directly holds 1,443,678 shares of Common Stock ("Shares"). Bain Capital Credit Managed Account (PSERS), L.P. directly holds 208,221 Shares. Bain Capital Distressed & Special Situations 2013 (AIV I), L.P. directly holds 3,622,042 Shares. Bain Capital Distressed & Special Situations 2013 (B), L.P. directly holds 427,666 Shares. Bain Capital Distressed & Special Situations 2016 (A), L.P. directly holds 1,304,113 Shares. Bain Capital Distressed & Special Situations 2016 (F), L.P. directly holds 1,136,088 Shares. Sankaty Credit Opportunities IV, L.P. directly holds 1,134,142 Shares. BCC EnVen Investments (2016), L.P. directly holds 2,179,565 Shares. (cont'd) |
2. BCC EnVen Investments (S), L.P. directly holds 624,670 Shares. With respect to the each of the entities listed in footnote 1, (the "BCCM Holders"), Bain Capital Credit Member, LLC ("BCCM") may be deemed to have voting and dispositive power of the aggregate 12,080,185 shares of Common Stock directly held by the BCCM Holders. |
3. BCC EnVen Investments (2013), L.P.("BCC EnVen 2013") directly holds 2,887,357 shares of Common Stock. Bain Capital Credit Member II, LLC ("BCCM II") is the GP of BCC EnVen 2013. BCCM II may be deemed to have voting and dispositive power over 2,887,357 shares of Common Stock held by BCC EnVen 2013. |
4. Bain Capital Credit, LP ("BCC") serves as investment manager to various client accounts, and, in this capacity, has voting and dispositive power over 604,267 shares of Common Stock directly held in such managed accounts. |
5. Each Reporting Person, BCCM, BCCM Holders, BCC, and BCC EnVen 2013 disclaim beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein, and the filing of this Form 3 shall not be deemed an admission by any of the foregoing of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose. |
6. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. |
BCC EnVen Investments (S), L.P., By: BCC EnVen Investments GP (S), LLC, its general partner, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel | 02/22/2023 | |
BCC EnVen Investments (2016), L.P., By: BCC EnVen Investments GP (2016), LLC, its general partner, By: Bain Capital Credit Member, LLC, its managing member, /s/ Michael Treisman, Partner and General Counsel | 02/22/2023 | |
BCC EnVen Investments (2013), L.P , By: BCC EnVen Investments GP (2013), LLC, its general partner, By: Bain Capital Credit Member II, LLC, its general partner, /s/ Michael Treisman, Partner and General Counsel | 02/22/2023 | |
Bain Capital Credit, LP, /s/ Michael Treisman, Partner and General Counsel | 02/22/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |