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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EnCap Energy Capital Fund VIII, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
Eclipse Resources Holdings, LP 2121 OLD GATESBURG ROAD SUITE 110 STATE COLLEGE, PA 16803 |
X | |||
EnCap Energy Capital Fund VIII Co-Investors, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
EnCap Energy Capital Fund IX, L.P. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
EnCap Investments GP, L.L.C. 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
RNBD GP LLC 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
PETERSEN GARY R 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
MILLER DAVID B 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
ZORICH ROBERT L 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | X | ||
PHILLIPS D MARTIN 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | X |
EnCap Energy Capital Fund VIII, L.P., By: EnCap Equity Fund VIII GP, L.P., its general partner, EnCap Investments L.P., its general partner, EnCap Investments GP, L.L.C, its general partner, /s/ D. Martin Phillips, Sr. Managing Director | 01/30/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On January 28, 2015, EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest") and EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX" and collectively with EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds") contributed 4,136,353 shares, 2,297,974 shares and 4,136,353 shares, respectively (collectively, the "EnCap Shares") of the Issuer's common stock to Eclipse Resources Holdings, L.P. ("Eclipse Holdings") in exchange for Class A Units of Eclipse Holdings. (Continued in Footnote 2) |
(2) | The Hulburt Family II Limited Partnership ("Hulburt Partnership"), CKH Partners II, L.P. ("CKH Partners") and Kirkwood Capital, L.P. ("Kirkwood Capital" and together with Hulburt Partnership and CKH Partners, the "Management Entities") also contributed 55,151, 13,788 and 13,788 shares, respectively (collectively, the "Management Entities Shares") to Eclipse Holdings in exchange for Class B Units of Eclipse Holdings. Pursuant to the limited partnership agreement of Eclipse Holdings, the fair market value of the shares contributed was agreed to be $7.04, which is the same price per share at which the EnCap Funds and the Management Entities acquired the EnCap Shares and the Management Entities Shares. |
(3) | These securities are directly held by EnCap Fund VIII. The EnCap Funds are controlled indirectly by David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich, who are the controlling members of RNBD GP LLC ("RNBD") and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities. |
(4) | The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
(5) | These securities are directly held by EnCap Fund VIII Co-Invest. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund VIII GP may be deemed to beneficially own these securities. |
(6) | These securities are directly held by EnCap Fund IX. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments and EnCap Fund IX GP may be deemed to beneficially own these securities. |
(7) | These securities are directly held by Eclipse Holdings. The EnCap Funds collectively own 100% of the Class A Units of Eclipse Holdings. The EnCap Funds are controlled indirectly by Messrs. Miller, Phillips, Petersen, and Zorich, who are the controlling members of RNBD and any action taken by RNBD to dispose or acquire securities has to be unanimously approved by all four members. RNBD is the sole member of EnCap Investments GP, which is the general partner of EnCap Investments, which is the general partner of EnCap Equity Fund VIII GP and EnCap Equity Fund IX GP. EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX. Therefore, Messrs. Miller, Phillips, Petersen and Zorich, RNBD, EnCap Investments GP, EnCap Investments, EnCap VIII GP, EnCap Fund IX GP, EnCap Fund VIII, EnCap Fund VIII Co-Invest and EnCap Fund IX may be deemed to beneficially own these securities. |
(8) | These securities are directly held by Robert L. Zorich. |
(9) | These securities are directly held by D. Martin Phillips. |
Remarks: Exhibit List Exhibit 99 - Joint Filer Information |