Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 5:43PM
Edgar (US Regulatory)
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. 1)*
SilverBow Resources, Inc.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
82836G102
(CUSIP Number)
December 31, 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
2
of 15 |
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Names of Reporting Persons
SandPoint Operating, LLC |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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SEC Use Only
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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
0 |
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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
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
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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 0.0% |
| 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 Management, LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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SEC Use Only
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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
0 |
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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
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 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 0.0% |
| 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
SandPoint Resources, LLC |
| 2 |
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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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| 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
0 |
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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
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 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 0.0% |
| 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
CEC SandPoint Holdings, LLC |
| 2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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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
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6 |
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Shared Voting Power
0 |
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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
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 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 0.0% |
| 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
6
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) ☐
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SEC Use Only
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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
0 |
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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
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 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 0.0% |
| 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 GP II, L.P. |
| 2 |
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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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| 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
0 |
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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
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 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 0.0% |
| 12 |
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Type of Reporting
Person PN |
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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
Carnelian Energy Capital Holdings, LLC |
| 2 |
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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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| 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 |
|
5 |
|
Sole Voting Power
0 |
| |
6 |
|
Shared Voting Power
0 |
| |
7 |
|
Sole Dispositive Power
0 |
| |
8 |
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Shared Dispositive Power
0 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable |
| 11 |
|
Percent of
Class Represented by Amount in Row 9 0.0% |
| 12 |
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Type of Reporting
Person OO |
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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
Tomas Ackerman |
| 2 |
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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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| 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 |
|
Sole Voting Power
0 |
| |
6 |
|
Shared Voting Power
0 |
| |
7 |
|
Sole Dispositive Power
0 |
| |
8 |
|
Shared Dispositive Power
0 |
|
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|
|
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| 9 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
|
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 0.0% |
| 12 |
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Type of Reporting
Person IN |
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| CUSIP No. 82836G102 |
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Schedule 13G |
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Page
10
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) ☐
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| 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 |
|
Sole Voting Power
0 |
| |
6 |
|
Shared Voting Power
0 |
| |
7 |
|
Sole Dispositive Power
0 |
| |
8 |
|
Shared Dispositive Power
0 |
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| 9 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
|
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 0.0% |
| 12 |
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Type of Reporting
Person IN |
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page
11
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
12
of 15 |
Not applicable.
(a-c)
This amendment to Schedule 13G is being filed to report that, as of the date hereof, the Reporting Persons do not beneficially
own any shares of Common Stock.
| ITEM 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of securities, check the following: ☒
| 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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and were not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
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| CUSIP No. 82836G102 |
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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: February 14, 2023
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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: |
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/s/ Erik Hanson |
| Name: Erik Hanson |
| Title: |
|
Officer |
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| CEC SandPoint Holdings, LLC |
| 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: |
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/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: |
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Managing Member |
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| By: |
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/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: |
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Managing Member |
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| CUSIP No. 82836G102 |
|
Schedule 13G |
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Page
14
of 15 |
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| 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: |
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/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: |
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Managing Member |
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| By: |
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/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: |
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Managing Member |
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| Carnelian Energy Capital GP II, L.P. |
| By: Carnelian Energy Capital Holdings, LLC, its General
Partner |
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| By: |
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/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: |
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Managing Member |
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| By: |
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/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: |
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Managing Member |
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| Carnelian Energy Capital Holdings, LLC |
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| By: |
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/s/ Tomas Ackerman |
| Name: Tomas Ackerman |
| Title: |
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Managing Member |
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| By: |
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/s/ Daniel Goodman |
| Name: Daniel Goodman |
| Title: |
|
Managing Member |
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| /s/ Tomas Ackerman |
| Tomas Ackerman |
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| /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. |
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Description |
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| 99 |
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Joint Filing Agreement (previously filed). |
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