The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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LION POINT MASTER, LP
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
|
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4,674,400*
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OWNED BY
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8
|
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SHARED VOTING POWER
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EACH
|
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|
REPORTING
|
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- 0 -
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PERSON WITH
|
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9
|
|
SOLE DISPOSITIVE POWER
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|
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|
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4,674,400*
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|
10
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SHARED DISPOSITIVE POWER
|
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|
|
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|
|
|
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- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
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|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.1%
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14
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TYPE OF REPORTING PERSON
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PN
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__________________________
*Excludes cash-settled swaps disclosed
in Item 6 representing economic exposure comparable to 1,154,939 additional shares of Common Stock.
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1
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NAME OF REPORTING PERSON
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LION POINT CAPITAL GP, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
4,674,400*
|
|
OWNED BY
|
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8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
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|
|
|
|
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|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
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|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
__________________________
*Excludes cash-settled swaps disclosed
in Item 6 representing economic exposure comparable to 1,154,939 additional shares of Common Stock.
|
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1
|
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NAME OF REPORTING PERSON
|
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LION POINT CAPITAL, LP
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
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3
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SEC USE ONLY
|
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4
|
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SOURCE OF FUNDS
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OO
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
|
|
NUMBER OF
|
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7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
4,674,400*
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
PN
|
|
__________________________
*Excludes cash-settled swaps disclosed
in Item 6 representing economic exposure comparable to 1,154,939 additional shares of Common Stock.
|
|
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1
|
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NAME OF REPORTING PERSON
|
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LION POINT HOLDINGS GP, LLC
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
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(b) ☐
|
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3
|
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SEC USE ONLY
|
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4
|
|
SOURCE OF FUNDS
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OO
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
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6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
DELAWARE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
4,674,400*
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
- 0 -
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
__________________________
*Excludes cash-settled swaps disclosed
in Item 6 representing economic exposure comparable to 1,154,939 additional shares of Common Stock.
|
|
|
|
|
|
|
|
|
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1
|
|
NAME OF REPORTING PERSON
|
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|
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DIDRIC CEDERHOLM
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
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3
|
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SEC USE ONLY
|
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|
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|
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|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
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|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
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6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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SWEDEN AND FRANCE
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,674,400*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
__________________________
*Excludes cash-settled swaps disclosed
in Item 6 representing economic exposure comparable to 1,154,939 additional shares of Common Stock.
|
|
|
|
|
|
|
|
|
|
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|
1
|
|
NAME OF REPORTING PERSON
|
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|
|
|
|
|
|
|
JIM FREEMAN
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|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
4,674,400*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
4,674,400*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
__________________________
*Excludes cash-settled swaps disclosed
in Item 6 representing economic exposure comparable to 1,154,939 additional shares of Common Stock.
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item 1.
|
Security and Issuer.
|
This statement relates
to the common stock, par value $0.01 per share (the “Shares”), of Carrizo Oil & Gas, Inc., a Texas corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 500 Dallas Street, Suite 2300, Houston,
Texas 77002.
|
Item 2.
|
Identity and Background.
|
(a) This
statement is filed by:
|
(i)
|
Lion Point Master, LP, a Cayman Islands exempted limited partnership (“Lion Point”),
with respect to the Shares directly and beneficially owned by it;
|
|
(ii)
|
Lion Point Capital GP, LLC, a Delaware limited liability company (“Lion Point Capital GP”),
as the general partner of Lion Point;
|
|
(iii)
|
Lion Point Capital, LP, a Delaware limited partnership (“Lion Point Capital”), as the
investment manager of Lion Point;
|
|
(iv)
|
Lion Point Holdings GP, LLC, a Delaware limited liability company (“Lion Point Holdings GP”),
as the general partner of Lion Point Capital;
|
|
(v)
|
Didric Cederholm, as Founding Partner and Chief Investment Officer of each of Lion Point Capital
GP and Lion Point Capital and the Managing Member of Lion Point Holdings GP; and
|
|
(vi)
|
Jim Freeman, as Founding Partner and Head of Research of each of Lion Point Capital GP and Lion
Point Capital and the Managing Member of Lion Point Holdings GP.
|
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of Lion Point, Lion Point Capital GP, Lion Point Capital, Lion Point Holdings GP and Messrs.
Cederholm and Freeman is 250 West 55th Street, 33rd Floor, New York, New York 10019. Lion Point also has a registered office at
the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(c) The
principal business of Lion Point is investing in securities. The principal business of Lion Point Capital GP is serving as the
general partner of Lion Point. The principal business of Lion Point Capital is serving as the investment manager of Lion Point.
The principal business of Lion Point Holdings GP is serving as the general partner of Lion Point Capital. The principal occupation
of Mr. Cederholm is serving as the Founding Partner and Chief Investment Officer of each of Lion Point Capital GP and Lion Point
Capital and also as a Member and a Manager of each of Lion Point Capital GP and Lion Point Holdings GP. The principal occupation
of Mr. Freeman is serving as the Founding Partner and Head of Research of each of Lion Point Capital GP and Lion Point Capital
and also as a Member and a Manager of each of Lion Point Capital GP and Lion Point Holdings GP.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr.
Cederholm is a citizen of each of Sweden and France. Mr. Freeman is a citizen of the United States of America.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
.
|
The Shares purchased
by Lion Point were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in
the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated
by reference herein. The aggregate purchase price of the 4,674,400 Shares beneficially owned by Lion Point is approximately $65,294,628,
excluding brokerage commissions.
|
Item 4.
|
Purpose of Transaction
.
|
The Reporting Persons
acquired the Shares over which they exercise beneficial ownership based on the Reporting Persons’ beliefs that the Shares
were undervalued and represented an attractive investment opportunity. The Reporting Persons have had discussions with the Issuer’s
management to express the Reporting Persons’ views as to the Issuer’s business and strategies to enhance or maximize
shareholder value, including potential merger combinations as well as broader sales to other operators. During these discussions,
the Reporting Persons expressed their belief that a combination between the Issuer and another operator could materially benefit
shareholders for several reasons, including, among others:
|
1.
|
Increasing the size and scale of the Issuer’s operations in the Permian basin;
|
|
2.
|
Enhancing the Issuer’s cashflow through overhead and operational cost savings;
|
|
3.
|
Reducing the Issuer’s leverage profile to improve valuation and reduce risk; and
|
|
4.
|
Facilitating a detailed strategic review to improve focus on core assets including through potential
spin-offs or divestitures, following any such combination with another operator.
|
The Reporting Persons
and their representatives expect to continue to have conversations with the Issuer and with third parties, including other oil
and gas companies, as well as shareholders of the Issuer and others. The Reporting Persons intend to review their investment in
the Issuer on a continuing basis. Depending upon various factors, including without limitation, the Issuer’s financial position
and strategic direction, the outcome of any discussions referenced herein, overall market conditions, other investment opportunities
available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or
sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in
the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving
the Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate
to the value of securities of the Issuer in the open market or in private transactions on such terms and at such times as the Reporting
Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares
without affecting their beneficial ownership of Shares. In addition, the Reporting Persons may, at any time and from time to time,
(i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and
(ii) consider or propose one or more of the actions described in this Item 4 of the Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The aggregate percentage
of Shares reported owned by each person named herein is based upon 92,496,569 Shares outstanding, as of March 20, 2019, which is
the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement on Form DEF 14A filed with
the Securities and Exchange Commission on April 2, 2019.
|
(a)
|
As of the close of business on May 3, 2019, Lion Point beneficially owned 4,674,400 Shares.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 4,674,400
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,674,400
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Lion Point during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Lion Point Capital GP, as the general partner of Lion Point, may be deemed the beneficial owner
of the 4,674,400 Shares owned by Lion Point.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 4,674,400
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,674,400
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lion Point Capital GP has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
(a)
|
Lion Point Capital, as the investment manager of Lion Point, may be deemed the beneficial owner
of the 4,674,400 Shares owned by Lion Point.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 4,674,400
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,674,400
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lion Point Capital has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
D.
|
Lion Point Holdings GP
|
|
(a)
|
Lion Point Holdings GP, as the general partner of Lion Point Capital, may be deemed the beneficial
owner of the 4,674,400 Shares owned by Lion Point.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 4,674,400
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,674,400
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Lion Point Holdings GP has not entered into any transactions in the Shares during the past sixty
days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule A and are incorporated
herein by reference.
|
|
E.
|
Messrs. Cederholm and Freeman
|
|
(a)
|
Each of Messrs. Cederholm and Freeman, as a Founding Partner and Chief Investment Officer and as
a Founding Partner and Head of Research, respectively, of each of Lion Point Capital GP and Lion Point Capital and as a Managing
Member of Lion Point Holdings GP, may be deemed the beneficial owner of the 4,674,400 Shares owned by Lion Point.
|
Percentage: Approximately
5.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,674,400
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,674,400
|
|
(c)
|
Neither of Messrs. Cederholm or Freeman has entered into any transactions in the Shares during
the past sixty days. The transactions in the Shares on behalf of Lion Point during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting
Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
|
Lion Point has entered
into certain cash-settled equity swap agreements with several unaffiliated third party financial institutions (the “Swap
Agreements”). Collectively, the Swap Agreements held by the Reporting Persons represent economic exposure to an aggregate
of 1,154,939 notional Shares, representing approximately 1.2% of the outstanding Shares.
The Swap Agreements
provide Lion Point with economic results that are comparable to the economic results of ownership but do not provide it with the
power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements
(such shares, the “Subject Shares”). Taking into account the Subject Shares, Lion Point has economic exposure to an
aggregate of 5,829,339 Shares, representing approximately 6.3% of the outstanding Shares. The Reporting Persons disclaim beneficial
ownership of the Subject Shares.
On May 6, 2019, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of
each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.
The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits
.
|
|
99.1
|
Joint Filing Agreement by and among Lion Point Master, LP, Lion Point Capital GP, LLC, Lion Point
Capital, LP, Lion Point Holdings GP, LLC, Didric Cederholm and Jim Freeman, dated May 6, 2019.
|
SIGNATURES
After reasonable
inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 6, 2019
|
lion point master, LP
|
|
|
|
By:
|
Lion Point Capital GP, LLC
General Partner
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Chief Investment Officer
|
|
Lion Point Capital, LP
|
|
|
|
By:
|
Lion Point Holdings GP, LLC
General Partner
|
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Managing Manager
|
|
Lion Point Capital GP, LLC
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Chief Investment Officer
|
|
Lion Point Holdings GP, LLC
|
|
|
|
By:
|
/s/ Didric Cederholm
|
|
|
Name:
|
Didric Cederholm
|
|
|
Title:
|
Managing Manager
|
|
/s/ Didric Cederholm
|
|
Didric Cederholm
|
|
/s/ Jim Freeman
|
|
Jim Freeman
|
SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
Lion
point master, lp
Purchase of Common Stock
|
100,000
|
10.0400
|
03/08/2019
|
Purchase of Common Stock
|
100,000
|
10.2464
|
03/08/2019
|
Purchase of Common Stock
|
100,000
|
10.2472
|
03/08/2019
|
Purchase of Common Stock
|
100,000
|
10.3942
|
03/11/2019
|
Purchase of Equity Swap
|
104,320
|
12.7567
|
04/05/2019
|
Purchase of Equity Swap
|
400,000
|
12.8195
|
04/11/2019
|
Purchase of Equity Swap
|
200,000
|
11.9364
|
04/18/2019
|
Purchase of Equity Swap
|
276,600
|
12.6860
|
04/26/2019
|
Purchase of Equity Swap
|
84,019
|
12.8753
|
04/29/2019
|
Purchase of Equity Swap
|
100,000
|
12.6396
|
04/30/2019
|
Purchase of Equity Swap
|
100,000
|
12.7939
|
04/30/2019
|
Purchase of Common Stock
|
100,000
|
11.3500
|
05/03/2019
|
Purchase of Common Stock
|
120,000
|
11.4564
|
05/03/2019
|
Sale of Equity Swap
|
(110,000)
|
11.5000
|
05/03/2019
|
Purchase of Common Stock
|
110,000
|
11.5000
|
05/03/2019
|