Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
SilverBow Resources, Inc.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
82836G102
(CUSIP Number)
May 10, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page 1 of 15 |
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| 1 |
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Names of Reporting Persons
SandPoint Operating, LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person OO |
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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page 2 of 15 |
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| 1 |
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Names of Reporting Persons
SandPoint Resources Management, LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person OO |
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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page 3 of 15 |
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| 1 |
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Names of Reporting Persons
SandPoint Resources, LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person OO |
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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page 4 of 15 |
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| 1 |
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Names of Reporting Persons
CEC SandPoint Holdings, LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person OO |
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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page 5 of 15 |
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| 1 |
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Names of Reporting Persons
Carnelian Energy Capital II, L.P. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person PN |
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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page 6 of 15 |
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| 1 |
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Names of Reporting Persons
Carnelian Energy Capital GP II, L.P. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person PN |
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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page 7 of 15 |
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| 1 |
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Names of Reporting Persons
Carnelian Energy Capital Holdings, LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization
Delaware |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person OO |
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 8 of 15 |
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| 1 |
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Names of Reporting Persons
Tomas Ackerman |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization United
States |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
1,300,000 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person IN |
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 9 of 15 |
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| 1 |
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Names of Reporting Persons
Daniel Goodman |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization United
States |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
5 |
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Sole Voting Power
0 |
| |
6 |
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Shared Voting Power
1,300,000 |
| |
7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
1,300,000 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,300,000 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 7.16% |
| 12 |
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Type of Reporting
Person IN |
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 10 of 15 |
| ITEM 1. |
(a) Name of Issuer: |
SilverBow Resources, Inc. (the “Issuer”).
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(b) |
Address of Issuer’s Principal Executive Offices: |
920 Memorial City Way, Suite 850
Houston, Texas 77024
| ITEM 2. |
(a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” This statement is filed on behalf of:
SandPoint Operating, LLC;
SandPoint Resources Management, LLC;
SandPoint Resources, LLC;
CEC
SandPoint Holdings, LLC;
Carnelian Energy Capital II, L.P.;
Carnelian Energy Capital GP II, L.P.;
Carnelian Energy Capital Holdings, LLC;
Tomas Ackerman; and
Daniel
Goodman.
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(b) |
Address or Principal Business Office: |
The principal business address of each of SandPoint Operating, LLC, SandPoint Resources Management, LLC and SandPoint
Resources, LLC is 1020 NE Loop 410, Suite 660, San Antonio, TX 78209.
The principal business address of each of the other
Reporting Persons is 2229 San Felipe Street, Suite 1450, Houston, TX 77019.
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(c) |
Citizenship of each Reporting Person is: |
Messrs. Ackerman and Goodman are citizens of the United States of America. Each of the other Reporting Persons is organized under the laws of
the State of Delaware.
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(d) |
Title of Class of Securities: |
Common Stock, par value $0.01 per share (“Common Stock”).
82836G102
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 11 of 15 |
Not applicable.
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of May 10,
2022, based upon 18,150,294 shares of Common Stock outstanding as of May 10, 2022.
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole
power
to vote
or to
direct
the vote: |
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Shared
power to
vote or to
direct the
vote: |
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Sole
power to
dispose or
to direct
the
disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
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| SandPoint Operating, LLC |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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| SandPoint Resources Management, LLC |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
|
| SandPoint Resources, LLC |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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| CEC SandPoint Holdings, LLC |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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| Carnelian Energy Capital II, L.P. |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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| Carnelian Energy Capital GP II, L.P. |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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| Carnelian Energy Capital Holdings, LLC |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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| Tomas Ackerman |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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| Daniel Goodman |
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1,300,000 |
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7.16 |
% |
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0 |
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1,300,000 |
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0 |
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1,300,000 |
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SandPoint Operating, LLC is the record holder of the shares of Common Stock reported herein.
SandPoint Operating, LLC is wholly-owned by SandPoint Resources Management, LLC, which is controlled by SandPoint
Resources, LLC (“SandPoint Resources”). SandPoint Resources is controlled by CEC SandPoint Holdings, LLC, which in turn is controlled by Carnelian Energy Capital II, L.P. (“Carnelian Fund II”), its sole member. Carnelian Fund II
is controlled by its general partner, Carnelian Energy Capital GP II, L.P. (“Carnelian L.P.”). Carnelian L.P. is controlled by its general partner, Carnelian Energy Capital Holdings, LLC (“Carnelian Holdings”). Messrs. Tomas
Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings. As a result of the foregoing relationships, each of the Reporting Persons may be deemed to have shared voting and investment power with respect to the shares of Common
Stock held by SandPoint Operating, LLC.
| ITEM 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 12 of 15 |
| ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 13 of 15 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: May 16, 2022
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| SandPoint Operating, LLC |
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| By: |
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/s/ Erik Hanson |
| Name: Erik Hanson |
| Title: Officer |
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| SandPoint Resources Management, LLC |
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| By: |
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/s/ Erik Hanson |
| Name: Erik Hanson |
| Title: Officer |
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| SandPoint Resources, LLC |
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| By: |
|
/s/ Erik Hanson |
| Name: Erik Hanson |
| Title: Officer |
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| CEC SandPoint Holdings, LLC |
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| By: |
|
Carnelian Energy Capital II, L.P. |
| By: |
|
Carnelian Energy Capital GP II, L.P., its General Partner |
| By: |
|
Carnelian Energy Capital Holdings, LLC, its General Partner |
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| By: |
|
/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: |
|
Managing Member |
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| By: |
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/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: |
|
Managing Member |
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| Carnelian Energy Capital II, L.P. |
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| By: |
|
Carnelian Energy Capital GP II, L.P., its General Partner |
| By: |
|
Carnelian Energy Capital Holdings, LLC, its General Partner |
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 14 of 15 |
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| By: |
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/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: Managing Member |
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| By: |
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/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: Managing Member |
|
| Carnelian Energy Capital GP II, L.P. |
|
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| By: |
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Carnelian Energy Capital Holdings, LLC, its General Partner |
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| By: |
|
/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: Managing Member |
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| By: |
|
/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: Managing Member |
|
| Carnelian Energy Capital Holdings, LLC |
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| By: |
|
/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: Managing Member |
|
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| By: |
|
/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: Managing Member |
|
| /s/ Tomas Ackerman |
| Tomas Ackerman |
|
| /s/ Daniel Goodman |
| Daniel Goodman |
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page 15 of 15 |
LIST OF EXHIBITS
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| Exhibit No. |
|
Description |
|
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| 99 |
|
Joint Filing Agreement. |
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