Explanatory Note
This Amendment No. 4 (this “
Amendment No. 4
”) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on September 16, 2016 (the “
Original Schedule 13D
”), as amended by Amendment No. 1 to the Original Schedule 13D filed by certain of the Reporting Persons on January 26, 2017, as amended by Amendment No. 2 to the Original Schedule 13D filed by certain of the Reporting Persons on March 1, 2017, as amended by Amendment No. 3 to the Original Schedule 13D filed by the Reporting Persons on April 5, 2019 (as so amended, the “
13D Filing
”, and together with this Amendment No. 4, the “
Schedule 13D
”). Except as amended in this Amendment No. 4, the 13D Filing remains in full force and effect. Terms defined in the 13D Filing are used in this Amendment No. 4 as so defined, unless otherwise defined in this Amendment No. 4.
Item 2. Identity and Background
The last sentence of Item 2(a) of the 13D Filing is hereby amended and restated as follows:
(a) The Reporting Persons have entered into a joint filing agreement, dated as of August 16, 2019, a copy of which is attached hereto as Exhibit 99.3.
Item 5.
Interest in Securities of the Issuer
Item 5 of the 13D Filing is hereby amended and restated in its entirety as follows:
(a)
Aggregate number and percentage of securities
.
Ares Management LLC, as of the date hereof, holds 86,857 shares of Common Stock. Ares Management LLC also manages the investment vehicles noted in the table below (the “
Purchasers
”). The Purchasers, as of the date hereof, hold an aggregate of (i) 17,369,008 shares of Common Stock and (ii) Warrants to purchase an aggregate of up to 332,811 shares of Common Stock, each in the individual amounts noted below:
|
Ares Investment Vehicle
|
|
Aggregate number of shares of
Common Stock
|
|
Aggregate number of
shares of Common Stock
issuable upon
the exercise of the
Warrants
|
|
AF IV Energy II AIV B1, L.P.
|
|
4,701,335
|
|
105,620
|
|
AF IV Energy II AIV A1, L.P.
|
|
746,201
|
|
16,764
|
|
AF IV Energy II AIV A2, L.P.
|
|
1,119,188
|
|
25,136
|
|
AF IV Energy II AIV A3, L.P.
|
|
472,520
|
|
10,613
|
|
AF IV Energy II AIV A4, L.P.
|
|
483,181
|
|
10,846
|
|
AF IV Energy II AIV A5, L.P.
|
|
619,269
|
|
13,916
|
|
AF IV Energy II AIV A6, L.P.
|
|
484,972
|
|
10,899
|
|
AF IV Energy II AIV A7, L.P.
|
|
248,746
|
|
5,591
|
|
AF IV Energy II AIV A8, L.P.
|
|
482,533
|
|
10,840
|
|
AF IV Energy II AIV A9, L.P.
|
|
500,190
|
|
11,236
|
|
AF IV Energy II AIV A10, L.P.
|
|
746,201
|
|
16,764
|
|
AF IV Energy II AIV A11, L.P.
|
|
279,778
|
|
6,279
|
|
AF IV Energy II AIV A12, L.P.
|
|
497,361
|
|
11,166
|
|
SSF III Halcon AIV B1, L.P.
|
|
213,956
|
|
2,691
|
|
SSF III Halcon AIV 1, L.P.
|
|
916,891
|
|
11,540
|
|
SSF III Halcon AIV 2, L.P.
|
|
137,553
|
|
1,735
|
|
SSF III Halcon AIV 3, L.P.
|
|
262,861
|
|
3,314
|
|
SSF IV Halcon AIV B1, L.P.
|
|
1,579,564
|
|
20,518
|
|
SSF IV Halcon AIV 1, L.P.
|
|
73,496
|
|
949
|
|
SSF IV Halcon AIV 2, L.P.
|
|
541,672
|
|
7,031
|
|
SSF IV Halcon AIV 3, L.P.
|
|
588,280
|
|
7,637
|
|
SSF IV Halcon AIV 4, L.P.
|
|
147,109
|
|
1,910
|
|
SSF IV Halcon AIV 5, L.P.
|
|
324,477
|
|
4,211
|
|
SSF IV Halcon AIV 6, L.P.
|
|
545,777
|
|
7,089
|
|
SSF IV Halcon AIV 7, L.P.
|
|
655,897
|
|
8,516
|
35
See also items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, that include 332,811 shares of Common Stock issuable upon exercise of the Warrants. The ownership percentages reported in this Schedule 13D are based on an aggregate of (i) 164,039,916 shares of Common Stock outstanding as of August 5, 2019, as reported by the Issuer on its Quarterly Report on Form 10-Q filed on August 9, 2019, and (ii) the number of shares of Common Stock that are issuable upon exercise of the Warrants held by the applicable Purchaser(s).
(b)
Power to vote and dispose.
See items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the number of shares of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole or shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition. The beneficial ownership disclosed on the cover pages of this Schedule 13D includes 332,811 shares of Common Stock issuable upon exercise of the Warrants.
(c)
Transactions within the past 60 days.
The reporting entities sold an aggregate of 3,500,000 shares of Common Stock on August 15, 2019 in open market transactions, at a price per share of $0.1082, for an aggregate sale price of $378,700, with the following amounts sold by each of the following entities: 947,355 shares by AF IV Energy II AIV B1, L.P., 150,366 shares by AF IV Energy II AIV A1, L.P., 225,526 shares by AF IV Energy II AIV A2, L.P., 95,217 shares by AF IV Energy II AIV A3, L.P., 97,365 shares by AF IV Energy II AIV A4, L.P., 124,788 shares by AF IV Energy II AIV A5, L.P., 97,726 shares by AF IV Energy II AIV A6, L.P., 50,124 shares by AF IV Energy II AIV A7, L.P., 97,235 shares by AF IV Energy II AIV A8, L.P., 100,793 shares by AF IV Energy II AIV A9, L.P., 150,366 shares by AF IV Energy II AIV A10, L.P., 56,378 shares by AF IV Energy II AIV A11, L.P., 100,222 shares by AF IV Energy II AIV A12, L.P., 43,114 shares by SSF III Halcon AIV B1, L.P., 184,761 shares by SSF III Halcon AIV 1, L.P., 27,718 shares by SSF III Halcon AIV 2, L.P., 52,969 shares by SSF III Halcon AIV 3, L.P., 318,295 shares by SSF IV Halcon AIV B1, L.P., 14,810 shares by SSF IV Halcon AIV 1, L.P., 109,152 shares by SSF IV Halcon AIV 2, L.P., 118,543 shares by SSF IV Halcon AIV 3, L.P., 29,644 shares by SSF IV Halcon AIV 4, L.P., 65,385 shares by SSF IV Halcon AIV 5, L.P., 109,979 shares by SSF IV Halcon AIV 6, L.P. and 132,169 shares by SSF IV Halcon AIV 7, L.P.
(d)
Certain rights of other persons.
Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this statement.
(e)
Date ceased to be a 5% owner.
Not applicable.
Item 7. Material to be Filed as Exhibits
Item 7 of the 13D Filing is hereby amended by adding the following:
|
Exhibit 99.3
|
|
Joint Filing Agreement, dated as of August 16, 2019, by and among the Reporting Persons.
|
36