Statement of Changes in Beneficial Ownership (4)
March 31 2020 - 4:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
CEC GP, LLC |
2. Issuer Name and Ticker or Trading Symbol
Lonestar Resources US Inc.
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LONE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CHAMBERS ENERGY MANAGEMENT, LP, 600 TRAVIS STREET, SUITE 4700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/27/2020 |
(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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 Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Convertible Participating Preferred Stock, Series A-1 | (1) | 3/27/2020 | | J (2) | | 2257 | | (1) | (1) | Class A Voting Common Stock | 376167 | (2) | 102585 | I | See footnote (3) |
Explanation of Responses: |
(1) | Each share of Convertible Participating Preferred Stock, Series A-1 (the "Series A-1 Stock"), is convertible into 166.6667 shares of Class A Voting Common Stock of the Issuer at the option of the holder, subject to adjustment in the event of any stock split, stock dividend or other circumstance described in the certificate of designation governing the Series A-1 Stock. The Series A-1 Stock has no expiration date. |
(2) | Represents a payment-in-kind dividend on the Series A-1 Stock owned on the dividend record date in the form of additional shares of Series A-1 Stock at a per share price equal to $1,000 and payable quarterly at a rate of 9% per annum. |
(3) | The shares are held of record by Chambers Energy Capital III, LP ("Chambers Energy"). J. Robert Chambers is the managing member of CEC GP, LLC ("CEC GP"), which is the sole member of CEC Fund III GP, LLC ("CEC III"), which is the general partner of Chambers Energy. Accordingly, each of Mr. Chambers, CEC GP, and CEC III may be deemed to share beneficial ownership of the securities held of record by Chambers Energy. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CEC GP, LLC C/O CHAMBERS ENERGY MANAGEMENT, LP 600 TRAVIS STREET, SUITE 4700 HOUSTON, TX 77002 |
| X |
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CEC Fund III GP,LLC C/O CHAMBERS ENERGY MANAGEMENT, LP 600 TRAVIS STREET, SUITE 4700 HOUSTON, TX 77002 |
| X |
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Chambers Energy Capital III, LP C/O CHAMBERS ENERGY MANAGEMENT, LP 600 TRAVIS STREET, SUITE 4700 HOUSTON, TX 77002 |
| X |
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Chambers John Robert C/O CHAMBERS ENERGY MANAGEMENT, LP 600 TRAVIS STREET, SUITE 4700 HOUSTON, TX 77002 |
| X |
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Signatures
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CEC GP, LLC By: /s/ J. Robert Chambers, Managing Member | | 3/31/2020 |
**Signature of Reporting Person | Date |
CEC Fund III GP, LLC By: CEC GP, LLC, its sole member By: /s/ J. Robert Chambers, Managing Member | | 3/31/2020 |
**Signature of Reporting Person | Date |
Chambers Energy Capital III, LP By: CEC Fund III GP, LLC, its general partner By: CEC GP, LLC, its sole member By: /s/ J. Robert Chambers, Managing Member | | 3/31/2020 |
**Signature of Reporting Person | Date |
/s/ J. Robert Chambers | | 3/31/2020 |
**Signature of Reporting Person | Date |
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