| 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) 05/10/2018 |
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 | 14,926,683 | I | See footnotes(1)(2)(3) |
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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)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Includes 13,669,287 shares held of record by Riverstone Talos Energy Equityco LLC, a Delaware limited liability company ("Riverstone Equityco"), and 1,257,396 shares held of record by Riverstone Talos Energy Debtco LLC, a Delaware limited liability company ("Riverstone Debtco"). |
| 2. David M. Leuschen and Pierre F. Lapeyre, Jr. are the members of Riverstone Management Group, L.L.C., which is the general partner of Riverstone /Gower Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings, LLC, which is the sole shareholder of Riverstone Energy GP V Corp, which is the managing member of Riverstone Energy GP V, LLC, which is the general partner of Riverstone Energy Partners V, L.P., which is the general partner of Riverstone Global Energy and Power Fund V (FT), L.P., which is the general partner of Riverstone V Talos Holdings, L.P., which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco. Riverstone Energy GP V, LLC is managed by a managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, E. Bartow Jones, N. John Lancaster, Baran Tekkora, James T. Hackett, Michael B. Hoffman and Robert M. Tichio. |
| 3. Each of Riverstone V Talos Holdings, L.P., Riverstone Global Energy and Power Fund V (FT), L.P., Riverstone Energy Partners V, L.P., Riverstone Energy GP V, LLC, Riverstone Energy GP V Corp, Riverstone Holdings, LLC, Riverstone /Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., Mr. Lesuchen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the common stock held directly by Riverstone Equityco or Riverstone Debtco. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Due to the limitations of the electronic filing system, each of Riverstone Holdings LLC, Riverstone /Gower Mgmt Co Holdings, L.P., Riverstone Management Group, L.L.C., David M. Leuschen, and Pierre F. Lapeyre Jr. are filing a separate Form 3. |
| RIVERSTONE TALOS ENERGY EQUITYCO LLC /s/ Peter Haskopoulos, Managing Director | 05/21/2018 | |
| RIVERSTONE TALOS ENERGY DEBTCO LLC /s/ Peter Haskopoulos, Managing Director | 05/21/2018 | |
| RIVERSTONE V TALOS HOLDINGS, L.P. By: Riverstone Energy Partners V, L.P., its general partner By: Riverstone Energy GP V, LLC, its general partner /s/ Peter Haskopoulos, Managing Director | 05/21/2018 | |
| RIVERSTONE GLOBAL ENERGY AND POWER FUND V (FT), L.P. By: Riverstone Energy Partners V, L.P., its general partner By: Riverstone Energy GP V, LLC, its general partner /s/ Peter Haskopoulos, Managing Director | 05/21/2018 | |
| RIVERSTONE ENERGY PARTNERS V, L.P. By: Riverstone Energy GP V, LLC, its general partner /s/ Peter Haskopoulos, Managing Director | 05/21/2018 | |
| RIVERSTONE ENERGY GP V, LLC /s/ Peter Haskopoulos, Managing Director | 05/21/2018 | |
| RIVERSTONE ENERGY GP V CORP /s/ Peter Haskopoulos, Director | 05/21/2018 | |
| ** 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 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. | ||