organization · Reporting owner

Varde Fund XII (Master), L.P.

Disclosed activity across 2 companies

Tapewire entity: 142501
SEC CIK: 0001704882

Reported relationships

Latest disclosed role at each company.

Company	Last reported as	Report date	Published
LILIS ENERGY, INC.LLEX · Entity 147943	Director · 10% owner	March 05, 2019	March 06, 2019
OneMain Holdings, Inc.OMF · Entity 3702	See Footnote (1)	February 16, 2021	February 18, 2021

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

LILIS ENERGY, INC.

Report date March 05, 2019 · Filed March 06, 2019

Jointly reported with Hicks George G, Varde Fund XI (Master), L.P., Varde Fund XI G.P., LLC, Varde Fund XII G.P., L.P., Varde Fund XII UGP, LLC, Varde Skyway Mini-Master Fund, L.P., Varde Skyway Fund, L.P., Varde Skyway Fund G.P., L.P., Varde Investment Partners (Offshore) Master, L.P.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common StockSEC Table I · non-derivative	IndirectSee footnotes	47,594,401	Reported balance After 2019-03-05 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2019-03-05 · Other · Acquired 17,641,638 · Balance 47,594,401 F1: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series C-1 9.75% Non-Convertible Participating PreferredSEC Table I · non-derivative	IndirectSee footnotes	100,000	Reported balance After 2019-03-05 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 2 · 2019-03-05 · Other · Acquired 100,000 · Balance 100,000 F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series C-2 9.75% Non-Convertible Participating PreferredSEC Table I · non-derivative	IndirectSee footnotes	25,000	Reported balance After 2019-03-05 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 3 · 2019-03-05 · Other · Acquired 25,000 · Balance 25,000 F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series D 8.25% Non-Convertible Participating Preferred StockSEC Table I · non-derivative	IndirectSee footnotes	39,254	Reported balance After 2019-03-05 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 4 · 2019-03-05 · Other · Acquired 39,254 · Balance 39,254 F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series F 9.00% Participating Preferred StockSEC Table I · non-derivative	IndirectSee footnotes	55,000	Reported balance After 2019-03-05 transaction · row 5 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 5 · 2019-03-05 · Other · Acquired 55,000 · Balance 55,000 F1: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series E 8.25% Convertible Participating Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $2.50	IndirectSee footnotes	60,000	Reported balance After 2019-03-05 transaction · row 6 Instrument identity requires review; Table II rows are not merged. 1 source row Row 6 · 2019-03-05 · Other · Acquired 60,000 · Balance 60,000 F12: The Series E Preferred Stock is perpetual and has no expiration date. F4: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series E Preferred Stock. The Issuer has the right to redeem the Series E Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series E Stated Value") then in effect multiplied by (a) 110% if redeemed on or prior to the first anniversary of March 5, 2019 (the "Original Issue Date"), (b) 105% if redeemed after the first anniversary of the Original Issue Date and on or prior to the second anniversary of the Original Issue Date or (c) 100% if redeemed after the second anniversary of the Original Issue Date, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series E Optional Redemption Amount"). F5: (Continued from Footnote 4). Each share of Series E Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series E Optional Redemption Amount divided by (ii) a conversion price of $2.50, subject to adjustment (the "Series E Conversion Price"). Following the closing of the Transaction Agreement, the aggregate number of shares of Series E Preferred Stock became immediately convertible into 24,000,000 shares of Common Stock, based on an initial Series E Conversion Price of $2.50 and the initial Series E Optional Redemption Amount of 110% of the Series E Stated Value. F1: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series C-1 9.75% Convertible Participating Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $6.15	IndirectSee footnotes	0	Reported balance After 2019-03-05 transaction · row 7 Instrument identity requires review; Table II rows are not merged. 1 source row Row 7 · 2019-03-05 · Other · Disposed 100,000 · Balance 0 F13: The Series C-1 Preferred Stock is perpetual and has no expiration date. F6: Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-1 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-1 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to F7: (Continued from Footnote 6) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock as of March 1, 2019, based on a Series C-1 Conversion Price of $6.15 and a Series C-1 Optional Redemption Amount of 125% of the Series C-1 Stated Value. F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series C-2 9.75% Convertible Participating Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $6.15	IndirectSee footnotes	0	Reported balance After 2019-03-05 transaction · row 8 Instrument identity requires review; Table II rows are not merged. 1 source row Row 8 · 2019-03-05 · Other · Disposed 25,000 · Balance 0 F14: The Series C-2 Preferred Stock is perpetual and has no expiration date. F8: Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-2 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-2 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to F9: (Continued from Footnote 8) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock as of March 1, 2019, based on a Series C-2 Conversion Price of $6.15 and a Series C-2 Optional Redemption Amount of 125% of the Series C-2 Stated Value. F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Series D 8.25% Convertible Participating Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $5.50	IndirectSee footnotes	0	Reported balance After 2019-03-05 transaction · row 9 Instrument identity requires review; Table II rows are not merged. 1 source row Row 9 · 2019-03-05 · Other · Disposed 39,254 · Balance 0 F15: The Series D Preferred Stock is perpetual and has no expiration date. F10: Prior to the amendment and restatement of the Series D Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series D Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Prior to the amendment and restatement of the Series D Certificate of Designation, each share of Series D Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to F11: (Continued from Footnote 10) (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock as of March 1, 2019, based on a Series D Conversion Price of $5.50 and a Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Convertible DebtSEC Table II · derivative / convertible security · Conversion / exercise price $5.50 · Expires 2021-04-26	IndirectSee footnotes	0	Reported balance After 2019-03-05 transaction · row 10 Instrument identity requires review; Table II rows are not merged. 1 source row Row 10 · 2019-03-05 · Other · Disposed 109,360,329 · Balance 0 F16: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Convertible Debt as of March 1, 2019. F1: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the

F2: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock").

F3: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation").

F4: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series E Preferred Stock. The Issuer has the right to redeem the Series E Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series E Stated Value") then in effect multiplied by (a) 110% if redeemed on or prior to the first anniversary of March 5, 2019 (the "Original Issue Date"), (b) 105% if redeemed after the first anniversary of the Original Issue Date and on or prior to the second anniversary of the Original Issue Date or (c) 100% if redeemed after the second anniversary of the Original Issue Date, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series E Optional Redemption Amount").

F5: (Continued from Footnote 4). Each share of Series E Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series E Optional Redemption Amount divided by (ii) a conversion price of $2.50, subject to adjustment (the "Series E Conversion Price"). Following the closing of the Transaction Agreement, the aggregate number of shares of Series E Preferred Stock became immediately convertible into 24,000,000 shares of Common Stock, based on an initial Series E Conversion Price of $2.50 and the initial Series E Optional Redemption Amount of 110% of the Series E Stated Value.

F6: Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-1 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-1 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to

F7: (Continued from Footnote 6) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock as of March 1, 2019, based on a Series C-1 Conversion Price of $6.15 and a Series C-1 Optional Redemption Amount of 125% of the Series C-1 Stated Value.

F8: Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-2 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-2 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to

F9: (Continued from Footnote 8) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock as of March 1, 2019, based on a Series C-2 Conversion Price of $6.15 and a Series C-2 Optional Redemption Amount of 125% of the Series C-2 Stated Value.

F10: Prior to the amendment and restatement of the Series D Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series D Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Prior to the amendment and restatement of the Series D Certificate of Designation, each share of Series D Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to

F11: (Continued from Footnote 10) (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock as of March 1, 2019, based on a Series D Conversion Price of $5.50 and a Series D Optional Redemption Amount of 117.5% of the Series D Stated Value.

F12: The Series E Preferred Stock is perpetual and has no expiration date.

F13: The Series C-1 Preferred Stock is perpetual and has no expiration date.

F14: The Series C-2 Preferred Stock is perpetual and has no expiration date.

F15: The Series D Preferred Stock is perpetual and has no expiration date.

F16: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Convertible Debt as of March 1, 2019.

F17: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above,

F18: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

OneMain Holdings, Inc.

Report date February 16, 2021 · Filed February 18, 2021

Jointly reported with Hicks George G, Uniform InvestCo LP, Uniform InvestCo GP LLC, Varde Fund VI-A, L.P., VARDE INVESTMENT PARTNERS LP, Varde Investment Partners (Offshore) Master, L.P., Varde Investment Partners G.P., L.P., Varde Skyway Master Fund, L.P., Varde Skyway Fund G.P., L.P.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common StockSEC Table I · non-derivative	IndirectSee Footnote	9,453,930	Reported balance After 2021-02-16 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2021-02-16 · Sale · Disposed 1,901,638 · Balance 9,453,930 F1: The shares of common stock, par value $0.01, of OneMain Holdings, Inc. (the "Issuer") reported as beneficially owned are held of record by OMH Holdings, L.P. ("Holdings") or its subsidiaries. Each Reporting Person may be deemed an indirect beneficial holder of shares of common stock of the Issuer. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by Holdings or its subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Filing footnotes · ownership attribution and instrument terms

F1: The shares of common stock, par value $0.01, of OneMain Holdings, Inc. (the "Issuer") reported as beneficially owned are held of record by OMH Holdings, L.P. ("Holdings") or its subsidiaries. Each Reporting Person may be deemed an indirect beneficial holder of shares of common stock of the Issuer. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by Holdings or its subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Transaction history

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Transaction date	Company	Activity / security	Shares / units	Reported price	Reported value	Details
February 16, 2021 Filed Feb 18, 2021 18:11 UTC	OneMain Holdings, Inc. OMF · Entity 3702	SaleCommon Stock	1,901,638	$51.01	$97,007,308.48	Disclosure SEC source: 0000899243-21-007168 · doc4.xml · nonDerivative · entry 1 Hicks George G · CIK 0001706059 · See Footnote (1) Uniform InvestCo LP · CIK 0001744778 · See Footnote (1) Uniform InvestCo GP LLC · CIK 0001744777 · See Footnote (1) Varde Fund VI-A, L.P. · CIK 0001704987 · See Footnote (1) VARDE INVESTMENT PARTNERS LP · CIK 0001452534 · See Footnote (1) Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · See Footnote (1) Varde Investment Partners G.P., L.P. · CIK 0001704990 · See Footnote (1) Varde Skyway Master Fund, L.P. · CIK 0001704946 · See Footnote (1) Varde Skyway Fund G.P., L.P. · CIK 0001704964 · See Footnote (1) Varde Fund XII (Master), L.P. · CIK 0001704882 · See Footnote (1) Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnote Disclosed balance after: 9,453,930 F1 · ownership.nature: The shares of common stock, par value $0.01, of OneMain Holdings, Inc. (the "Issuer") reported as beneficially owned are held of record by OMH Holdings, L.P. ("Holdings") or its subsidiaries. Each Reporting Person may be deemed an indirect beneficial holder of shares of common stock of the Issuer. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock owned of record by Holdings or its subsidiaries, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	109,360,329	$1.88 Strike: $5.50	$205,597,418.52	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · derivative · entry 10 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock, $0.001 par value · 17,001,945 shares Expires 2021-04-26 F16 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Convertible Debt as of March 1, 2019. F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2 · ownership.nature: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F16 · ownership.nature: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Convertible Debt as of March 1, 2019. F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries D 8.25% Convertible Participating Preferred Stock · Derivative	39,254	$1.88 Strike: $5.50	$73,797.52	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · derivative · entry 9 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock, $0.001 par value · 8,661,146 shares Expires not disclosed F15 · derivative.expiration_date: The Series D Preferred Stock is perpetual and has no expiration date. F10 · derivative.underlying_shares: Prior to the amendment and restatement of the Series D Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series D Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Prior to the amendment and restatement of the Series D Certificate of Designation, each share of Series D Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to F11 · derivative.underlying_shares: (Continued from Footnote 10) (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock as of March 1, 2019, based on a Series D Conversion Price of $5.50 and a Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F3 · ownership.nature: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-2 9.75% Convertible Participating Preferred Stock · Derivative	25,000	$1.88 Strike: $6.15	$47,000.00	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · derivative · entry 8 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock, $0.001 par value · 5,278,553 shares Expires not disclosed F14 · derivative.expiration_date: The Series C-2 Preferred Stock is perpetual and has no expiration date. F8 · derivative.underlying_shares: Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-2 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-2 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to F9 · derivative.underlying_shares: (Continued from Footnote 8) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock as of March 1, 2019, based on a Series C-2 Conversion Price of $6.15 and a Series C-2 Optional Redemption Amount of 125% of the Series C-2 Stated Value. F3 · ownership.nature: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-1 9.75% Convertible Participating Preferred Stock · Derivative	100,000	$1.88 Strike: $6.15	$188,000.00	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · derivative · entry 7 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 Underlying: Common Stock, $0.001 par value · 22,557,822 shares Expires not disclosed F13 · derivative.expiration_date: The Series C-1 Preferred Stock is perpetual and has no expiration date. F6 · derivative.underlying_shares: Prior to the amendment and restatement of the Series C Certificate of Designation as described in Footnote 3 above, the Issuer had the right to redeem the Series C-1 Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Prior to the amendment and restatement of the Series C Certificate of Designation, each share of Series C-1 Preferred Stock was convertible at any time at the option of the holder into a number of shares of Common Stock equal to F7 · derivative.underlying_shares: (Continued from Footnote 6) (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock as of March 1, 2019, based on a Series C-1 Conversion Price of $6.15 and a Series C-1 Optional Redemption Amount of 125% of the Series C-1 Stated Value. F3 · ownership.nature: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries E 8.25% Convertible Participating Preferred Stock · Derivative	60,000	$1,000.00 Strike: $2.50	$60,000,000.00	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · derivative · entry 6 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 60,000 Underlying: Common Stock, $0.001 par value · 24,000,000 shares Expires not disclosed F12 · derivative.expiration_date: The Series E Preferred Stock is perpetual and has no expiration date. F4 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series E Preferred Stock. The Issuer has the right to redeem the Series E Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series E Stated Value") then in effect multiplied by (a) 110% if redeemed on or prior to the first anniversary of March 5, 2019 (the "Original Issue Date"), (b) 105% if redeemed after the first anniversary of the Original Issue Date and on or prior to the second anniversary of the Original Issue Date or (c) 100% if redeemed after the second anniversary of the Original Issue Date, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series E Optional Redemption Amount"). F5 · derivative.underlying_shares: (Continued from Footnote 4). Each share of Series E Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series E Optional Redemption Amount divided by (ii) a conversion price of $2.50, subject to adjustment (the "Series E Conversion Price"). Following the closing of the Transaction Agreement, the aggregate number of shares of Series E Preferred Stock became immediately convertible into 24,000,000 shares of Common Stock, based on an initial Series E Conversion Price of $2.50 and the initial Series E Optional Redemption Amount of 110% of the Series E Stated Value. F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2 · ownership.nature: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F4 · ownership.nature: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series E Preferred Stock. The Issuer has the right to redeem the Series E Preferred Stock, in whole or in part, at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series E Stated Value") then in effect multiplied by (a) 110% if redeemed on or prior to the first anniversary of March 5, 2019 (the "Original Issue Date"), (b) 105% if redeemed after the first anniversary of the Original Issue Date and on or prior to the second anniversary of the Original Issue Date or (c) 100% if redeemed after the second anniversary of the Original Issue Date, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series E Optional Redemption Amount"). F5 · ownership.nature: (Continued from Footnote 4). Each share of Series E Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series E Optional Redemption Amount divided by (ii) a conversion price of $2.50, subject to adjustment (the "Series E Conversion Price"). Following the closing of the Transaction Agreement, the aggregate number of shares of Series E Preferred Stock became immediately convertible into 24,000,000 shares of Common Stock, based on an initial Series E Conversion Price of $2.50 and the initial Series E Optional Redemption Amount of 110% of the Series E Stated Value. F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries F 9.00% Participating Preferred Stock	55,000	$1,000.00	$55,000,000.00	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · nonDerivative · entry 5 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 55,000 F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2 · ownership.nature: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries D 8.25% Non-Convertible Participating Preferred Stock	39,254	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · nonDerivative · entry 4 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 39,254 F3 · price: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F3 · ownership.nature: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-2 9.75% Non-Convertible Participating Preferred	25,000	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · nonDerivative · entry 3 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 25,000 F3 · price: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F3 · ownership.nature: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-1 9.75% Non-Convertible Participating Preferred	100,000	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · nonDerivative · entry 2 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 100,000 F3 · price: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F3 · ownership.nature: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
March 05, 2019 Filed Mar 6, 2019 20:50 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherCommon Stock	17,641,638	$1.88	$33,166,279.44	Disclosure SEC source: 0000899243-19-006565 · doc4.xml · nonDerivative · entry 1 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 47,594,401 F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of March 5, 2019 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master"), The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Issuer issued to the Varde Parties, as consideration for the termination of the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, the lenders from time to time party thereto, the guarantors from time to time party thereto, Varde Partners, Inc. as lead lender, and Wilmington Trust, National Association, as Administrative Agent for the existing lenders (the "Term Loan Credit Agreement"), including the F2 · ownership.nature: (Continued from Footnote 1) cancellation of the convertible debt securities issued thereunder (the "Convertible Debt"), and the satisfaction in full of all indebtedness, liabilities and other Obligations (as defined in the Term Loan Credit Agreement), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 9,891,638 shares of the Issuer's Common Stock, (ii) 60,000 shares of the Issuer's Series E 8.25% Convertible Participating Preferred Stock (the "Series E Preferred Stock"), and (iii) 55,000 shares of the Issuer's Series F 9.00% Participating Preferred Stock (the "Series F Preferred Stock"). F3 · ownership.nature: Also pursuant to the Transaction Agreement, the Issuer issued to the Varde Parties 7,750,000 shares of Common Stock as consideration for the amendment and restatement of (i) the Certificate of Designation of Preferences, Rights and Limitations of Series C-1 9.75% Convertible Participating Preferred Stock and Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C Certificate of Designation") and (ii) the Certificate of Designation of Preferences, Rights and Limitations of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Certificate of Designation"). F17 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F18 · ownership.nature: (Continued from Footnote 17) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series E Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 27, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	Not disclosed	Not disclosed Strike: $5.50	$2,680,926.95	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 15 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: Not disclosed Underlying: Common Stock, $0.001 par value · 343,573 shares Expires 2021-04-26 F3 · price: Pursuant to the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Mini-Master Skyway Fund, and the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Varde Skyway Fund (collectively, the "Term Loan Assignments and Assumptions"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, certain subsidiaries of the Issuer, as guarantors, and VIP, VIPO, Fund XII, Fund XI, Skyway Fund and Fund VI-A as lenders (the "Term Loan Credit Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under the Term Loan Credit Agreement. F11 · derivative.underlying_shares: Pursuant to the Term Loan Assignments and Assumptions, Skyway Fund assigned (i) $11,535,916.05 of principal amount of the Term Loan (as defined in the the Term Loan Credit Agreement) to Mini-Master for no consideration and (ii) $2,680,926.95 in principal amount of the Term Loan to Varde Skyway Fund for no consideration. The amount reported reflects the amount of shares of Common Stock issuable to the Reporting Persons upon conversion of the Term Loan as of October 31, 2018. F3 · ownership.nature: Pursuant to the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Mini-Master Skyway Fund, and the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Varde Skyway Fund (collectively, the "Term Loan Assignments and Assumptions"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, certain subsidiaries of the Issuer, as guarantors, and VIP, VIPO, Fund XII, Fund XI, Skyway Fund and Fund VI-A as lenders (the "Term Loan Credit Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under the Term Loan Credit Agreement. F11 · ownership.nature: Pursuant to the Term Loan Assignments and Assumptions, Skyway Fund assigned (i) $11,535,916.05 of principal amount of the Term Loan (as defined in the the Term Loan Credit Agreement) to Mini-Master for no consideration and (ii) $2,680,926.95 in principal amount of the Term Loan to Varde Skyway Fund for no consideration. The amount reported reflects the amount of shares of Common Stock issuable to the Reporting Persons upon conversion of the Term Loan as of October 31, 2018. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 27, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	Not disclosed	Not disclosed Strike: $5.50	$11,535,916.05	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 14 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: Not disclosed Underlying: Common Stock, $0.001 par value · 1,478,385 shares Expires 2021-04-26 F3 · price: Pursuant to the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Mini-Master Skyway Fund, and the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Varde Skyway Fund (collectively, the "Term Loan Assignments and Assumptions"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, certain subsidiaries of the Issuer, as guarantors, and VIP, VIPO, Fund XII, Fund XI, Skyway Fund and Fund VI-A as lenders (the "Term Loan Credit Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under the Term Loan Credit Agreement. F11 · derivative.underlying_shares: Pursuant to the Term Loan Assignments and Assumptions, Skyway Fund assigned (i) $11,535,916.05 of principal amount of the Term Loan (as defined in the the Term Loan Credit Agreement) to Mini-Master for no consideration and (ii) $2,680,926.95 in principal amount of the Term Loan to Varde Skyway Fund for no consideration. The amount reported reflects the amount of shares of Common Stock issuable to the Reporting Persons upon conversion of the Term Loan as of October 31, 2018. F3 · ownership.nature: Pursuant to the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Mini-Master Skyway Fund, and the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Varde Skyway Fund (collectively, the "Term Loan Assignments and Assumptions"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, certain subsidiaries of the Issuer, as guarantors, and VIP, VIPO, Fund XII, Fund XI, Skyway Fund and Fund VI-A as lenders (the "Term Loan Credit Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under the Term Loan Credit Agreement. F11 · ownership.nature: Pursuant to the Term Loan Assignments and Assumptions, Skyway Fund assigned (i) $11,535,916.05 of principal amount of the Term Loan (as defined in the the Term Loan Credit Agreement) to Mini-Master for no consideration and (ii) $2,680,926.95 in principal amount of the Term Loan to Varde Skyway Fund for no consideration. The amount reported reflects the amount of shares of Common Stock issuable to the Reporting Persons upon conversion of the Term Loan as of October 31, 2018. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 27, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	Not disclosed	Not disclosed Strike: $5.50	$14,216,843.00	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 13 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: Not disclosed Underlying: Common Stock, $0.001 par value · 1,821,958 shares Expires 2021-04-26 F3 · price: Pursuant to the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Mini-Master Skyway Fund, and the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Varde Skyway Fund (collectively, the "Term Loan Assignments and Assumptions"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, certain subsidiaries of the Issuer, as guarantors, and VIP, VIPO, Fund XII, Fund XI, Skyway Fund and Fund VI-A as lenders (the "Term Loan Credit Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under the Term Loan Credit Agreement. F11 · derivative.underlying_shares: Pursuant to the Term Loan Assignments and Assumptions, Skyway Fund assigned (i) $11,535,916.05 of principal amount of the Term Loan (as defined in the the Term Loan Credit Agreement) to Mini-Master for no consideration and (ii) $2,680,926.95 in principal amount of the Term Loan to Varde Skyway Fund for no consideration. The amount reported reflects the amount of shares of Common Stock issuable to the Reporting Persons upon conversion of the Term Loan as of October 31, 2018. F3 · ownership.nature: Pursuant to the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Mini-Master Skyway Fund, and the Assignment and Assumption dated as of December 27, 2018, by and among Skyway Fund and Varde Skyway Fund (collectively, the "Term Loan Assignments and Assumptions"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Credit Agreement, dated as of April 26, 2017, by and among the Issuer, certain subsidiaries of the Issuer, as guarantors, and VIP, VIPO, Fund XII, Fund XI, Skyway Fund and Fund VI-A as lenders (the "Term Loan Credit Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under the Term Loan Credit Agreement. F11 · ownership.nature: Pursuant to the Term Loan Assignments and Assumptions, Skyway Fund assigned (i) $11,535,916.05 of principal amount of the Term Loan (as defined in the the Term Loan Credit Agreement) to Mini-Master for no consideration and (ii) $2,680,926.95 in principal amount of the Term Loan to Varde Skyway Fund for no consideration. The amount reported reflects the amount of shares of Common Stock issuable to the Reporting Persons upon conversion of the Term Loan as of October 31, 2018. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries D 8.25% Convertible Participating Preferred Stock · Derivative	962	Not disclosed Strike: $5.50	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 12 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 39,254 Underlying: Common Stock, $0.001 par value · 195,528 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F14 · derivative.expiration_date: The Series D Preferred Stock is perpetual and has no expiration date. F9 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 4,141 shares of Series D 8.25% Convertible Participating Preferred Stock ("Series D Preferred Stock") to Mini-Master for no consideration and (ii) 962 shares of Series D Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by F10 · derivative.underlying_shares: (Continued from Footnote 9) the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F9 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 4,141 shares of Series D 8.25% Convertible Participating Preferred Stock ("Series D Preferred Stock") to Mini-Master for no consideration and (ii) 962 shares of Series D Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by F10 · ownership.nature: (Continued from Footnote 9) the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries D 8.25% Convertible Participating Preferred Stock · Derivative	4,141	Not disclosed Strike: $5.50	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 11 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 39,254 Underlying: Common Stock, $0.001 par value · 841,667 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F14 · derivative.expiration_date: The Series D Preferred Stock is perpetual and has no expiration date. F9 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 4,141 shares of Series D 8.25% Convertible Participating Preferred Stock ("Series D Preferred Stock") to Mini-Master for no consideration and (ii) 962 shares of Series D Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by F10 · derivative.underlying_shares: (Continued from Footnote 9) the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F9 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 4,141 shares of Series D 8.25% Convertible Participating Preferred Stock ("Series D Preferred Stock") to Mini-Master for no consideration and (ii) 962 shares of Series D Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by F10 · ownership.nature: (Continued from Footnote 9) the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries D 8.25% Convertible Participating Preferred Stock · Derivative	5,103	Not disclosed Strike: $5.50	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 10 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 39,254 Underlying: Common Stock, $0.001 par value · 1,159,773 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F14 · derivative.expiration_date: The Series D Preferred Stock is perpetual and has no expiration date. F9 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 4,141 shares of Series D 8.25% Convertible Participating Preferred Stock ("Series D Preferred Stock") to Mini-Master for no consideration and (ii) 962 shares of Series D Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by F10 · derivative.underlying_shares: (Continued from Footnote 9) the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F9 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 4,141 shares of Series D 8.25% Convertible Participating Preferred Stock ("Series D Preferred Stock") to Mini-Master for no consideration and (ii) 962 shares of Series D Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by F10 · ownership.nature: (Continued from Footnote 9) the Issuer in respect thereof (the "Series D Optional Redemption Amount"). Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-2 9.75% Convertible Participating Preferred Stock · Derivative	613	Not disclosed Strike: $6.15	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 9 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 25,000 Underlying: Common Stock, $0.001 par value · 124,593 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F13 · derivative.expiration_date: The Series C-2 Preferred Stock is perpetual and has no expiration date. F7 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 2,637 shares of Series C-2 9.75% Convertible Participating Preferred Stock ("Series C-2 Preferred Stock") to Mini-Master for no consideration and (ii) 613 shares Series C-2 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F8 · derivative.underlying_shares: (Continued from Footnote 7) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). Following the closing of the Transaction Agreement (the "Closing Date"), the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C-2 Conversion Price of $6.15 and the initial Series C-2 Optional Redemption Amount of 120% of the Series C-2 Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F7 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 2,637 shares of Series C-2 9.75% Convertible Participating Preferred Stock ("Series C-2 Preferred Stock") to Mini-Master for no consideration and (ii) 613 shares Series C-2 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F8 · ownership.nature: (Continued from Footnote 7) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). Following the closing of the Transaction Agreement (the "Closing Date"), the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C-2 Conversion Price of $6.15 and the initial Series C-2 Optional Redemption Amount of 120% of the Series C-2 Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-2 9.75% Convertible Participating Preferred Stock · Derivative	2,637	Not disclosed Strike: $6.15	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 8 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 25,000 Underlying: Common Stock, $0.001 par value · 535,976 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F13 · derivative.expiration_date: The Series C-2 Preferred Stock is perpetual and has no expiration date. F7 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 2,637 shares of Series C-2 9.75% Convertible Participating Preferred Stock ("Series C-2 Preferred Stock") to Mini-Master for no consideration and (ii) 613 shares Series C-2 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F8 · derivative.underlying_shares: (Continued from Footnote 7) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). Following the closing of the Transaction Agreement (the "Closing Date"), the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C-2 Conversion Price of $6.15 and the initial Series C-2 Optional Redemption Amount of 120% of the Series C-2 Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F7 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 2,637 shares of Series C-2 9.75% Convertible Participating Preferred Stock ("Series C-2 Preferred Stock") to Mini-Master for no consideration and (ii) 613 shares Series C-2 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F8 · ownership.nature: (Continued from Footnote 7) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). Following the closing of the Transaction Agreement (the "Closing Date"), the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C-2 Conversion Price of $6.15 and the initial Series C-2 Optional Redemption Amount of 120% of the Series C-2 Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-2 9.75% Convertible Participating Preferred Stock · Derivative	3,250	Not disclosed Strike: $6.15	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 7 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 25,000 Underlying: Common Stock, $0.001 par value · 660,569 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F13 · derivative.expiration_date: The Series C-2 Preferred Stock is perpetual and has no expiration date. F7 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 2,637 shares of Series C-2 9.75% Convertible Participating Preferred Stock ("Series C-2 Preferred Stock") to Mini-Master for no consideration and (ii) 613 shares Series C-2 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F8 · derivative.underlying_shares: (Continued from Footnote 7) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). Following the closing of the Transaction Agreement (the "Closing Date"), the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C-2 Conversion Price of $6.15 and the initial Series C-2 Optional Redemption Amount of 120% of the Series C-2 Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F7 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 2,637 shares of Series C-2 9.75% Convertible Participating Preferred Stock ("Series C-2 Preferred Stock") to Mini-Master for no consideration and (ii) 613 shares Series C-2 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F8 · ownership.nature: (Continued from Footnote 7) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-2 Conversion Price"). Following the closing of the Transaction Agreement (the "Closing Date"), the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C-2 Conversion Price of $6.15 and the initial Series C-2 Optional Redemption Amount of 120% of the Series C-2 Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-1 9.75% Convertible Participating Preferred Stock · Derivative	2,451	Not disclosed Strike: $6.15	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 6 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 100,000 Underlying: Common Stock, $0.001 par value · 498,171 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F12 · derivative.expiration_date: The Series C-1 Preferred Stock is perpetual and has no expiration date. F5 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 10,549 shares of Series C-1 9.75% Convertible Participating Preferred Stock ("Series C-1 Preferred Stock") to Mini-Master for no consideration and (ii) 2,451 shares of Series C-1 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock. The Issuer has the right to redeem the Series C-1 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F6 · derivative.underlying_shares: (Continued from Footnote 5) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Each share of Series C-1 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). Following the closing of the Share Purchase Agreement (the "Closing Date"), the aggregate number of shares of Series C-1 Preferred Stock became immediately convertible into 23,325,203 shares of Common Stock, based on an initial Series C-1 Conversion Price of $6.15 and the Initial Series C-1 Optional Redemption Amount of 120% of the Series C-1 Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F5 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 10,549 shares of Series C-1 9.75% Convertible Participating Preferred Stock ("Series C-1 Preferred Stock") to Mini-Master for no consideration and (ii) 2,451 shares of Series C-1 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock. The Issuer has the right to redeem the Series C-1 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F6 · ownership.nature: (Continued from Footnote 5) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Each share of Series C-1 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). Following the closing of the Share Purchase Agreement (the "Closing Date"), the aggregate number of shares of Series C-1 Preferred Stock became immediately convertible into 23,325,203 shares of Common Stock, based on an initial Series C-1 Conversion Price of $6.15 and the Initial Series C-1 Optional Redemption Amount of 120% of the Series C-1 Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-1 9.75% Convertible Participating Preferred Stock · Derivative	10,549	Not disclosed Strike: $6.15	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 5 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 100,000 Underlying: Common Stock, $0.001 par value · 2,144,106 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F12 · derivative.expiration_date: The Series C-1 Preferred Stock is perpetual and has no expiration date. F5 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 10,549 shares of Series C-1 9.75% Convertible Participating Preferred Stock ("Series C-1 Preferred Stock") to Mini-Master for no consideration and (ii) 2,451 shares of Series C-1 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock. The Issuer has the right to redeem the Series C-1 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F6 · derivative.underlying_shares: (Continued from Footnote 5) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Each share of Series C-1 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). Following the closing of the Share Purchase Agreement (the "Closing Date"), the aggregate number of shares of Series C-1 Preferred Stock became immediately convertible into 23,325,203 shares of Common Stock, based on an initial Series C-1 Conversion Price of $6.15 and the Initial Series C-1 Optional Redemption Amount of 120% of the Series C-1 Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F5 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 10,549 shares of Series C-1 9.75% Convertible Participating Preferred Stock ("Series C-1 Preferred Stock") to Mini-Master for no consideration and (ii) 2,451 shares of Series C-1 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock. The Issuer has the right to redeem the Series C-1 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F6 · ownership.nature: (Continued from Footnote 5) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Each share of Series C-1 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). Following the closing of the Share Purchase Agreement (the "Closing Date"), the aggregate number of shares of Series C-1 Preferred Stock became immediately convertible into 23,325,203 shares of Common Stock, based on an initial Series C-1 Conversion Price of $6.15 and the Initial Series C-1 Optional Redemption Amount of 120% of the Series C-1 Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-1 9.75% Convertible Participating Preferred Stock · Derivative	13,000	Not disclosed Strike: $6.15	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · derivative · entry 4 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 100,000 Underlying: Common Stock, $0.001 par value · 2,642,276 shares Expires not disclosed F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F12 · derivative.expiration_date: The Series C-1 Preferred Stock is perpetual and has no expiration date. F5 · derivative.underlying_shares: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 10,549 shares of Series C-1 9.75% Convertible Participating Preferred Stock ("Series C-1 Preferred Stock") to Mini-Master for no consideration and (ii) 2,451 shares of Series C-1 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock. The Issuer has the right to redeem the Series C-1 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F6 · derivative.underlying_shares: (Continued from Footnote 5) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Each share of Series C-1 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). Following the closing of the Share Purchase Agreement (the "Closing Date"), the aggregate number of shares of Series C-1 Preferred Stock became immediately convertible into 23,325,203 shares of Common Stock, based on an initial Series C-1 Conversion Price of $6.15 and the Initial Series C-1 Optional Redemption Amount of 120% of the Series C-1 Stated Value. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F5 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 10,549 shares of Series C-1 9.75% Convertible Participating Preferred Stock ("Series C-1 Preferred Stock") to Mini-Master for no consideration and (ii) 2,451 shares of Series C-1 Preferred Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-1 Preferred Stock. The Issuer has the right to redeem the Series C-1 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C-1 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019, F6 · ownership.nature: (Continued from Footnote 5) or (c) 130% if redeemed after 2019 plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-1 Optional Redemption Amount"). Each share of Series C-1 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-1 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C-1 Conversion Price"). Following the closing of the Share Purchase Agreement (the "Closing Date"), the aggregate number of shares of Series C-1 Preferred Stock became immediately convertible into 23,325,203 shares of Common Stock, based on an initial Series C-1 Conversion Price of $6.15 and the Initial Series C-1 Optional Redemption Amount of 120% of the Series C-1 Stated Value. F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherCommon Stock	145,930	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · nonDerivative · entry 3 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 47,486,944 F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F4 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 627,929 shares of Common Stock to Mini-Master for no consideration and (ii) 145,930 shares of Common Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherCommon Stock	627,929	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · nonDerivative · entry 2 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 47,486,944 F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F4 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 627,929 shares of Common Stock to Mini-Master for no consideration and (ii) 145,930 shares of Common Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
December 26, 2018 Filed Feb 14, 2019 20:27 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherCommon Stock	773,859	Not disclosed	Not disclosed	Disclosure SEC source: 0000899243-19-003763 · doc5.xml · nonDerivative · entry 1 Hicks George G · CIK 0001706059 · Director · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · Director · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · Director · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · Director · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · Director · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · Director · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · Director · 10% owner Varde Skyway Mini-Master Fund, L.P. · CIK 0001768070 · Director · 10% owner Varde Skyway Fund, L.P. · CIK 0001648370 · Director · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 47,486,944 F1 · price: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · price: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F1 · ownership.nature: Pursuant to the Assignment and Assumption Agreement, dated as of December 26, 2018 (the "Common and Preferred Stock Assignment and Assumption Agreement"), by and among The Varde Skyway Master Fund, L.P. ("Skyway Fund"), The Varde Skyway Mini-Master Fund, L.P. ("Mini-Master") and The Varde Skyway Fund, L.P. ("Varde Skyway Fund"), Skyway Fund assigned all of the Skyway Fund's rights and interest in and to the Securities Purchase Agreement, dated as of January 30, 2018 (the "Securities Purchase Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), Skyway Fund, Varde Investment Partners, L.P. ("VIP"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO") and the Varde Fund VI-A L.P. ("Fund VI-A" and, collectively with Fund XI, Fund XII, VIP, VIPO, and Fund VI-A, the "Varde Parties"), the Registration Rights Agreement, dated as of April 26, 2017, F2 · ownership.nature: (Continued from Footnote 1) by and among the Issuer and the Varde Parties (the "Registration Rights Agreement"), the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and the Varde Parties, and the Registration Rights Agreement, dated as of October 10, 2018, by and among the Issuer and the Varde Parties (the "October 10, 2018 Registration Rights Agreement") to each of Mini-Master Skyway Fund and Varde Skyway Fund and each of Mini-Master Skyway Fund and Varde Skyway Fund, respectively, assumed Skyway Fund's duties and obligations under each of the Securities Purchase Agreement, the Registration Rights Agreement, the Transaction Agreement and the October 10, 2018 Registration Rights Agreement. F4 · ownership.nature: Pursuant to the Common Stock and Preferred Stock Assignment and Assumption Agreement, Skyway Fund assigned (i) 627,929 shares of Common Stock to Mini-Master for no consideration and (ii) 145,930 shares of Common Stock to Varde Skyway Fund for no consideration. The assignment of the securities may not be considered a sale of securities under Section 16(b). F15 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, Mini-Master, Varde Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund, Mini-Master and Varde Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F16 · ownership.nature: (Continued from Footnote 15) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C-1 Preferred Stock, Series C-2 Preferred Stock, the Series D Preferred Stock and the Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, F17 · ownership.nature: (Continued from Footnote 16) each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
October 10, 2018 Filed Oct 12, 2018 19:59 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	Not disclosed	$2.74 Strike: $5.50	$56,196,240.00	Disclosure SEC source: 0000899243-18-026663 · doc4.xml · derivative · entry 4 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: Not disclosed Underlying: Common Stock, $0.001 par value · 14,338,845 shares Expires 2021-04-26 F8 · derivative.underlying_shares: The amount reported reflects (i) 5,952,763 shares of Common Stock that was issued to the Reporting Persons and (ii) 8,386,082 shares of Common Stock issuable upon conversion of the Series D Preferred, each of which security in (i) and (ii) was received in consideration for the reduction in principal amount of the Term Loan. F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Varde Parties"), the Varde Parties purchased 25,000 shares of Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C-2 Preferred Stock") from the Issuer in a private placement and the Issuer issued to the Varde Parties, as consideration for the reduction of a portion of the outstanding principal amount of the Term Loan (as defined in the that certain Credit Agreement, F2 · ownership.nature: (Continued from Footnote 1) dated as of April 26, 2017, by and among the Issuer, the guarantors from time to time party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent (the "Term Loan Credit Agreement")), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 5,952,763 shares of Common Stock and (ii) 39,254 shares of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Preferred Stock"). F3 · ownership.nature: (Continued from Footnote 2) The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C 2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019 or (c) 130% if redeemed after 2019, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C 2 Conversion Price"). F4 · ownership.nature: (Continued from Footnote 3) Following the Closing Date, the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C 2 Conversion Price of $6.15 and the initial Series C 2 Optional Redemption Amount of 120% of the Series C 2 Stated Value. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). F5 · ownership.nature: (Continued from Footnote 4) Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F9 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F10 · ownership.nature: (Continued from Footnote 9) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C 2 Preferred Stock and the Series D Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
October 10, 2018 Filed Oct 12, 2018 19:59 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries D 8.25% Convertible Participating Preferred Stock · Derivative	39,254	$5.50 Strike: $5.50	$215,897.00	Disclosure SEC source: 0000899243-18-026663 · doc4.xml · derivative · entry 3 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 39,254 Underlying: Common Stock, $0.001 par value · 8,386,082 shares Expires not disclosed F12 · derivative.expiration_date: The series D Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of common Stock issuable upon conversion of the Series D Preferred Stock. F7 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series D Preferred Stock. F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Varde Parties"), the Varde Parties purchased 25,000 shares of Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C-2 Preferred Stock") from the Issuer in a private placement and the Issuer issued to the Varde Parties, as consideration for the reduction of a portion of the outstanding principal amount of the Term Loan (as defined in the that certain Credit Agreement, F2 · ownership.nature: (Continued from Footnote 1) dated as of April 26, 2017, by and among the Issuer, the guarantors from time to time party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent (the "Term Loan Credit Agreement")), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 5,952,763 shares of Common Stock and (ii) 39,254 shares of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Preferred Stock"). F3 · ownership.nature: (Continued from Footnote 2) The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C 2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019 or (c) 130% if redeemed after 2019, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C 2 Conversion Price"). F4 · ownership.nature: (Continued from Footnote 3) Following the Closing Date, the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C 2 Conversion Price of $6.15 and the initial Series C 2 Optional Redemption Amount of 120% of the Series C 2 Stated Value. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). F5 · ownership.nature: (Continued from Footnote 4) Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F9 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F10 · ownership.nature: (Continued from Footnote 9) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C 2 Preferred Stock and the Series D Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
October 10, 2018 Filed Oct 12, 2018 19:59 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherSeries C-2 9.75% Convertible Participating Preferred Stock · Derivative	25,000	$6.15 Strike: $6.15	$153,750.00	Disclosure SEC source: 0000899243-18-026663 · doc4.xml · derivative · entry 2 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 25,000 Underlying: Common Stock, $0.001 par value · 4,878,049 shares Expires not disclosed F11 · derivative.expiration_date: The Series C-2 Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. F6 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C-2 Preferred Stock. F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Varde Parties"), the Varde Parties purchased 25,000 shares of Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C-2 Preferred Stock") from the Issuer in a private placement and the Issuer issued to the Varde Parties, as consideration for the reduction of a portion of the outstanding principal amount of the Term Loan (as defined in the that certain Credit Agreement, F2 · ownership.nature: (Continued from Footnote 1) dated as of April 26, 2017, by and among the Issuer, the guarantors from time to time party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent (the "Term Loan Credit Agreement")), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 5,952,763 shares of Common Stock and (ii) 39,254 shares of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Preferred Stock"). F3 · ownership.nature: (Continued from Footnote 2) The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C 2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019 or (c) 130% if redeemed after 2019, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C 2 Conversion Price"). F4 · ownership.nature: (Continued from Footnote 3) Following the Closing Date, the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C 2 Conversion Price of $6.15 and the initial Series C 2 Optional Redemption Amount of 120% of the Series C 2 Stated Value. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). F5 · ownership.nature: (Continued from Footnote 4) Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F9 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F10 · ownership.nature: (Continued from Footnote 9) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C 2 Preferred Stock and the Series D Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
October 10, 2018 Filed Oct 12, 2018 19:59 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherCommon Stock	5,952,763	$5.00	$29,763,815.00	Disclosure SEC source: 0000899243-18-026663 · doc4.xml · nonDerivative · entry 1 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 47,486,944 F1 · ownership.nature: Pursuant to the Transaction Agreement, dated as of October 10, 2018 (the "Transaction Agreement"), by and among the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Varde Parties"), the Varde Parties purchased 25,000 shares of Series C-2 9.75% Convertible Participating Preferred Stock (the "Series C-2 Preferred Stock") from the Issuer in a private placement and the Issuer issued to the Varde Parties, as consideration for the reduction of a portion of the outstanding principal amount of the Term Loan (as defined in the that certain Credit Agreement, F2 · ownership.nature: (Continued from Footnote 1) dated as of April 26, 2017, by and among the Issuer, the guarantors from time to time party thereto, the lenders party thereto and Wilmington Trust, National Association, as administrative agent (the "Term Loan Credit Agreement")), together with accrued and unpaid interest thereon and the Make-Whole Amount (as defined in the Term Loan Credit Agreement), (i) 5,952,763 shares of Common Stock and (ii) 39,254 shares of Series D 8.25% Convertible Participating Preferred Stock (the "Series D Preferred Stock"). F3 · ownership.nature: (Continued from Footnote 2) The Issuer has the right to redeem the Series C-2 Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series C 2 Stated Value") then in effect multiplied by (a) 120% if redeemed during 2018, (b) 125% if redeemed during 2019 or (c) 130% if redeemed after 2019, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series C-2 Optional Redemption Amount"). Each share of Series C-2 Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series C-2 Optional Redemption Amount divided by (ii) a conversion price of $6.15, subject to adjustment (the "Series C 2 Conversion Price"). F4 · ownership.nature: (Continued from Footnote 3) Following the Closing Date, the aggregate number of shares of Series C-2 Preferred Stock became immediately convertible into 4,878,049 shares of Common Stock, based on an initial Series C 2 Conversion Price of $6.15 and the initial Series C 2 Optional Redemption Amount of 120% of the Series C 2 Stated Value. The Issuer has the right to redeem the Series D Preferred Stock, in whole or in part at any time (subject to certain limitations on partial redemptions), at a price per share equal to (i) stated value of $1,000, subject to increase in connection with the payment of dividends (the "Series D Stated Value") then in effect multiplied by 117.5%, plus (ii) accrued and unpaid dividends thereon and any other amounts payable by the Issuer in respect thereof (the "Series D Optional Redemption Amount"). F5 · ownership.nature: (Continued from Footnote 4) Each share of Series D Preferred Stock is convertible at any time at the option of the holder into a number of shares of Common Stock equal to (i) the applicable Series D Optional Redemption Amount divided by (ii) a conversion price of $5.50, subject to adjustment (the "Series D Conversion Price"). Following the Closing Date, the aggregate number of shares of Series D Preferred Stock became immediately convertible into 8,386,082 shares of Common Stock, based on an initial Series D Conversion Price of $5.50 and the initial Series D Optional Redemption Amount of 117.5% of the Series D Stated Value. F9 · ownership.nature: Reflects securities held directly or indirectly by Fund XI, Fund XII, Skyway Fund, VIPO, Fund VI-A and VIP. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIPO. VIP GP is the general partner of Fund VI-A. VIP GP is the general partner of Fund VIP. Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, F10 · ownership.nature: (Continued from Footnote 9) George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C 2 Preferred Stock and the Series D Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 31, 2018 Filed Feb 2, 2018 18:38 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	PurchaseSeries C Convertible Paricipating Preferred Stock · Derivative	6,800	$1,000.00 Strike: $6.15	$6,800,000.00	Disclosure SEC source: 0000899243-18-002704 · doc4.xml · derivative · entry 6 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 2,964,269.33 Underlying: Common Stock, $0.001 par value · 1,326,829 shares Expires not disclosed F2 · derivative.expiration_date: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F2 · derivative.underlying_shares: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F1 · ownership.nature: On January 30, 2018, the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Purchasers") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which on January 31, 2018 (the "Closing Date") the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement. F8 · ownership.nature: Reflects securities held directly by VIP. VIP GP is the general partner of Fund VIP. F9 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F10 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F11 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 31, 2018 Filed Feb 2, 2018 18:38 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	PurchaseSeries C Convertible Paricipating Preferred Stock · Derivative	3,000	$1,000.00 Strike: $6.15	$3,000,000.00	Disclosure SEC source: 0000899243-18-002704 · doc4.xml · derivative · entry 5 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 1,307,765.88 Underlying: Common Stock, $0.001 par value · 585,365 shares Expires not disclosed F2 · derivative.expiration_date: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F2 · derivative.underlying_shares: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F1 · ownership.nature: On January 30, 2018, the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Purchasers") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which on January 31, 2018 (the "Closing Date") the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement. F7 · ownership.nature: Reflects securities held directly by The Fund VI-A. VIP GP is the general partner of Fund VI-A. F9 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F10 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F11 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 31, 2018 Filed Feb 2, 2018 18:38 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	PurchaseSeries C Convertible Paricipating Preferred Stock · Derivative	6,000	$1,000.00 Strike: $6.15	$6,000,000.00	Disclosure SEC source: 0000899243-18-002704 · doc4.xml · derivative · entry 4 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 2,615,531.76 Underlying: Common Stock, $0.001 par value · 1,170,731 shares Expires not disclosed F2 · derivative.expiration_date: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F2 · derivative.underlying_shares: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F1 · ownership.nature: On January 30, 2018, the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Purchasers") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which on January 31, 2018 (the "Closing Date") the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement. F6 · ownership.nature: Reflects securities held directly by VIPO. Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore. F9 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F10 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F11 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 31, 2018 Filed Feb 2, 2018 18:38 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	PurchaseSeries C Convertible Paricipating Preferred Stock · Derivative	13,000	$1,000.00 Strike: $6.15	$13,000,000.00	Disclosure SEC source: 0000899243-18-002704 · doc4.xml · derivative · entry 3 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 5,666,985 Underlying: Common Stock, $0.001 par value · 2,536,585 shares Expires not disclosed F2 · derivative.expiration_date: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F2 · derivative.underlying_shares: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F1 · ownership.nature: On January 30, 2018, the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Purchasers") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which on January 31, 2018 (the "Closing Date") the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement. F5 · ownership.nature: Reflects securities held directly by Skyway Fund. The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. F9 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F10 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F11 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 31, 2018 Filed Feb 2, 2018 18:38 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	PurchaseSeries C Convertible Paricipating Preferred Stock · Derivative	29,600	$1,000.00 Strike: $6.15	$29,600,000.00	Disclosure SEC source: 0000899243-18-002704 · doc4.xml · derivative · entry 2 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 12,903,290 Underlying: Common Stock, $0.001 par value · 5,775,610 shares Expires not disclosed F2 · derivative.expiration_date: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F2 · derivative.underlying_shares: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F1 · ownership.nature: On January 30, 2018, the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Purchasers") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which on January 31, 2018 (the "Closing Date") the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement. F4 · ownership.nature: Reflects securities held directly by Fund XII. The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. F9 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F10 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F11 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 31, 2018 Filed Feb 2, 2018 18:38 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	PurchaseSeries C Convertible Paricipating Preferred Stock · Derivative	41,600	$1,000.00 Strike: $6.15	$41,600,000.00	Disclosure SEC source: 0000899243-18-002704 · doc4.xml · derivative · entry 1 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 18,134,353 Underlying: Common Stock, $0.001 par value · 8,117,073 shares Expires not disclosed F2 · derivative.expiration_date: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F2 · derivative.underlying_shares: The Series C Preferred Stock is perpetual and has no expiration date. The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the Series C Preferred Stock. F1 · ownership.nature: On January 30, 2018, the Issuer and The Varde Fund XI (Master), L.P. ("Fund XI"), The Varde Fund XII (Master), L.P. ("Fund XII"), The Varde Skyway Master Fund, L.P. ("Skyway Fund"), Varde Investment Partners (Offshore) Master, L.P. ("VIPO"), The Varde Fund VI-A, L.P. ("Fund VI-A") and Varde Investment Partners, L.P. ("VIP") (collectively, the "Purchasers") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which on January 31, 2018 (the "Closing Date") the Purchasers purchased 100,000 shares of Series C Preferred Stock, from the Issuer in a private placement. F3 · ownership.nature: Reflects securities held directly by Fund XI. The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. F9 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Series C Preferred Stock because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F10 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F11 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 04, 2018 Filed Jan 8, 2018 17:53 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	485,520	$5.50 Strike: $5.50	$2,670,360.00	Disclosure SEC source: 0000899243-18-000722 · doc4.xml · derivative · entry 6 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 1,637,440 Underlying: Common Stock, $0.001 par value · 485,520 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $45 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility providing for convertible term loans. On January 4, 2018, the Issuer notified the Reporting Persons that the conditions precedent to the ability to convert an additional $45 million in delayed draw term loans that were borrowed on October 4, 2017 had been met. F2 · ownership.nature: (Continued from Footnote 1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F9 · ownership.nature: Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 04, 2018 Filed Jan 8, 2018 17:53 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	214,200	$5.50 Strike: $5.50	$1,178,100.00	Disclosure SEC source: 0000899243-18-000722 · doc4.xml · derivative · entry 5 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 722,400 Underlying: Common Stock, $0.001 par value · 214,200 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $45 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility providing for convertible term loans. On January 4, 2018, the Issuer notified the Reporting Persons that the conditions precedent to the ability to convert an additional $45 million in delayed draw term loans that were borrowed on October 4, 2017 had been met. F2 · ownership.nature: (Continued from Footnote 1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F8 · ownership.nature: Reflects securities held directly by The Varde Fund VI-A, L.P. ("Fund VI-A"). VIP GP is the general partner of Fund VI-A. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 04, 2018 Filed Jan 8, 2018 17:53 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	428,400	$5.50 Strike: $5.50	$2,356,200.00	Disclosure SEC source: 0000899243-18-000722 · doc4.xml · derivative · entry 4 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 1,444,800 Underlying: Common Stock, $0.001 par value · 428,400 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $45 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility providing for convertible term loans. On January 4, 2018, the Issuer notified the Reporting Persons that the conditions precedent to the ability to convert an additional $45 million in delayed draw term loans that were borrowed on October 4, 2017 had been met. F2 · ownership.nature: (Continued from Footnote 1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F7 · ownership.nature: Reflects securities held directly by Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore"). Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 04, 2018 Filed Jan 8, 2018 17:53 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	928,200	$5.50 Strike: $5.50	$5,105,100.00	Disclosure SEC source: 0000899243-18-000722 · doc4.xml · derivative · entry 3 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 3,130,400 Underlying: Common Stock, $0.001 par value · 928,200 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $45 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility providing for convertible term loans. On January 4, 2018, the Issuer notified the Reporting Persons that the conditions precedent to the ability to convert an additional $45 million in delayed draw term loans that were borrowed on October 4, 2017 had been met. F2 · ownership.nature: (Continued from Footnote 1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F6 · ownership.nature: Reflects securities held directly by The Varde Skyway Master Fund, L.P. ("Skyway Fund"). The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 04, 2018 Filed Jan 8, 2018 17:53 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	2,113,440	$5.50 Strike: $5.50	$11,623,920.00	Disclosure SEC source: 0000899243-18-000722 · doc4.xml · derivative · entry 2 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 7,127,680 Underlying: Common Stock, $0.001 par value · 2,113,440 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $45 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility providing for convertible term loans. On January 4, 2018, the Issuer notified the Reporting Persons that the conditions precedent to the ability to convert an additional $45 million in delayed draw term loans that were borrowed on October 4, 2017 had been met. F2 · ownership.nature: (Continued from Footnote 1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F5 · ownership.nature: Reflects securities held directly by The Varde Fund XII (Master), L.P. ("Fund XII"). The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
January 04, 2018 Filed Jan 8, 2018 17:53 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	2,970,240	$5.50 Strike: $5.50	$16,336,320.00	Disclosure SEC source: 0000899243-18-000722 · doc4.xml · derivative · entry 1 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 10,017,280 Underlying: Common Stock, $0.001 par value · 2,970,240 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $45 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility providing for convertible term loans. On January 4, 2018, the Issuer notified the Reporting Persons that the conditions precedent to the ability to convert an additional $45 million in delayed draw term loans that were borrowed on October 4, 2017 had been met. F2 · ownership.nature: (Continued from Footnote 1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F4 · ownership.nature: Reflects securities held directly by The Varde Fund XI (Master), L.P. ("Fund XI"). The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
November 15, 2017 Filed Nov 17, 2017 16:57 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	265,695	$5.50 Strike: $5.50	$1,461,322.50	Disclosure SEC source: 0000899243-17-026804 · doc4.xml · derivative · entry 6 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 1,151,920 Underlying: Common Stock, $0.001 par value · 265,695 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $25 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. On November 15, 2017, the Issuer borrowed an additional $25 million of delayed draw term loans made available for borrowing pursuant to an amendment to the Credit Agreement. F2 · ownership.nature: (Continued from Footnote1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F9 · ownership.nature: Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
November 15, 2017 Filed Nov 17, 2017 16:57 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	117,219	$5.50 Strike: $5.50	$644,704.50	Disclosure SEC source: 0000899243-17-026804 · doc4.xml · derivative · entry 5 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 508,200 Underlying: Common Stock, $0.001 par value · 117,219 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $25 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. On November 15, 2017, the Issuer borrowed an additional $25 million of delayed draw term loans made available for borrowing pursuant to an amendment to the Credit Agreement. F2 · ownership.nature: (Continued from Footnote1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F8 · ownership.nature: Reflects securities held directly by The Varde Fund VI-A, L.P. ("Fund VI-A"). VIP GP is the general partner of Fund VI-A. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
November 15, 2017 Filed Nov 17, 2017 16:57 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	324,437	$5.50 Strike: $5.50	$1,784,403.50	Disclosure SEC source: 0000899243-17-026804 · doc4.xml · derivative · entry 4 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 1,016,400 Underlying: Common Stock, $0.001 par value · 324,437 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $25 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. On November 15, 2017, the Issuer borrowed an additional $25 million of delayed draw term loans made available for borrowing pursuant to an amendment to the Credit Agreement. F2 · ownership.nature: (Continued from Footnote1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F7 · ownership.nature: Reflects securities held directly by Varde Investment Partners (Offshore) Master, L.P. ("VIP Offshore"). Varde Investment Partners G.P., LLC ("VIP GP") is the general partner of VIP Offshore. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
November 15, 2017 Filed Nov 17, 2017 16:57 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	507,946	$5.50 Strike: $5.50	$2,793,703.00	Disclosure SEC source: 0000899243-17-026804 · doc4.xml · derivative · entry 3 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 2,202,200 Underlying: Common Stock, $0.001 par value · 507,946 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $25 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. On November 15, 2017, the Issuer borrowed an additional $25 million of delayed draw term loans made available for borrowing pursuant to an amendment to the Credit Agreement. F2 · ownership.nature: (Continued from Footnote1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F6 · ownership.nature: Reflects securities held directly by The Varde Skyway Master Fund, L.P. ("Skyway Fund"). The Varde Skyway Fund G.P., LLC ("Skyway Fund GP") is the general partner of Skyway Fund. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
November 15, 2017 Filed Nov 17, 2017 16:57 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	1,156,553	$5.50 Strike: $5.50	$6,361,041.50	Disclosure SEC source: 0000899243-17-026804 · doc4.xml · derivative · entry 2 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 5,014,240 Underlying: Common Stock, $0.001 par value · 1,156,553 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $25 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. On November 15, 2017, the Issuer borrowed an additional $25 million of delayed draw term loans made available for borrowing pursuant to an amendment to the Credit Agreement. F2 · ownership.nature: (Continued from Footnote1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F5 · ownership.nature: Reflects securities held directly by The Varde Fund XII (Master), L.P. ("Fund XII"). The Varde Fund XII G.P., L.P. ("Fund XII GP") is the general partner of Fund XII, and The Varde Fund XII UGP, LLC ("Fund XII UGP") is the general partner of Fund XII GP. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
November 15, 2017 Filed Nov 17, 2017 16:57 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	1,625,426	$5.50 Strike: $5.50	$8,939,843.00	Disclosure SEC source: 0000899243-17-026804 · doc4.xml · derivative · entry 1 Hicks George G · CIK 0001706059 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 7,047,040 Underlying: Common Stock, $0.001 par value · 1,625,426 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects the amount of shares of Common Stock issuable upon conversion of the additional $25 million of delayed draw terms loans. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. On November 15, 2017, the Issuer borrowed an additional $25 million of delayed draw term loans made available for borrowing pursuant to an amendment to the Credit Agreement. F2 · ownership.nature: (Continued from Footnote1) 70% of the aggregate principal amount of the term loans, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F4 · ownership.nature: Reflects securities held directly by The Varde Fund XI (Master), L.P. ("Fund XI"). The Varde Fund XI G.P., LLC ("Fund XI GP") is the general partner of Fund XI. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
April 26, 2017 Filed Jul 14, 2017 17:52 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	37,291	$5.50 Strike: $5.50	$205,100.50	Disclosure SEC source: 0000899243-17-018297 · doc4.xml · derivative · entry 6 Hicks George G · CIK 0001706059 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 886,225 Underlying: Common Stock, $0.001 par value · 37,291 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects an incease in the amount of shares of Common Stock issuable upon conversion of the Initial Term Loan after the removal of the Share Cap. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. 70% of the aggregate principal amount of the term loan, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F2 · ownership.nature: (Continued from Footnote 1) On July 13, 2017, at a special meeting of the Issuer's stockholders, the Issuer's stockholders approved the issuance of shares of Common Stock upon conversion of the term loan to remove the share cap limiting conversion of the term loan to an amount which would not result in any Lender together with its affiliates and the other members of any "group" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act) including such Lender, owning in excess of 19.999% of the outstanding common stock of the Issuer (the "Share Cap"). F9 · ownership.nature: Reflects securities held directly by Varde Investment Partners, L.P. ("VIP"). VIP GP is the general partner of Fund VIP. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document
April 26, 2017 Filed Jul 14, 2017 17:52 UTC	LILIS ENERGY, INC. LLEX · Entity 147943	OtherConvertible Debt · Derivative	16,451	$5.50 Strike: $5.50	$90,480.50	Disclosure SEC source: 0000899243-17-018297 · doc4.xml · derivative · entry 5 Hicks George G · CIK 0001706059 · 10% owner Varde Skyway Master Fund, L.P. · CIK 0001704946 · 10% owner Varde Skyway fund G.P., LLC · CIK 0001704964 · 10% owner Varde Investment Partners (Offshore) Master, L.P. · CIK 0001705023 · 10% owner Varde Fund VI-A, L.P. · CIK 0001704987 · 10% owner Varde Fund XI (Master), L.P. · CIK 0001704962 · 10% owner Varde Fund XI G.P., LLC · CIK 0001704880 · 10% owner Varde Fund XII (Master), L.P. · CIK 0001704882 · 10% owner Varde Fund XII G.P., L.P. · CIK 0001704881 · 10% owner Varde Fund XII UGP, LLC · CIK 0001704967 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 390,981 Underlying: Common Stock, $0.001 par value · 16,451 shares Expires 2021-04-26 F3 · derivative.underlying_shares: The amount reported reflects an incease in the amount of shares of Common Stock issuable upon conversion of the Initial Term Loan after the removal of the Share Cap. F1 · ownership.nature: On April 26, 2017, Lilis Energy, Inc. (the "Issuer") entered into a Credit Agreement (the "Credit Agreement") among the Issuer, certain subsidiaries of the Issuer, as guarantors and The Varde Fund XI (Master), L.P., The Varde Fund XII (Master), L.P., The Varde Skyway Master Fund, L.P., The Varde Fund VI-A, L.P., Varde Investment Partners, L.P. and Varde Investment Partners (Offshore) Master, L.P. (collectively, the "Lenders"). Pursuant to the Credit Agreement, the Lenders extended a second lien term loan facility initially consisting of $80,000,000. 70% of the aggregate principal amount of the term loan, plus accrued and unpaid interest to the conversion date and a "make-whole" premium is convertible, at the Lenders' option, into a number of the Issuer's shares of common stock at a conversion price (subject to adjustment) of $5.50 per share. F2 · ownership.nature: (Continued from Footnote 1) On July 13, 2017, at a special meeting of the Issuer's stockholders, the Issuer's stockholders approved the issuance of shares of Common Stock upon conversion of the term loan to remove the share cap limiting conversion of the term loan to an amount which would not result in any Lender together with its affiliates and the other members of any "group" (as such term is used in sections 13(d) and 14(d) of the Securities Exchange Act) including such Lender, owning in excess of 19.999% of the outstanding common stock of the Issuer (the "Share Cap"). F8 · ownership.nature: Reflects securities held directly by The Varde Fund VI-A, L.P. ("Fund VI-A"). VIP GP is the general partner of Fund VI-A. F10 · ownership.nature: Varde Partners, L.P. ("Managing Member") is the managing member of each of Fund XI GP, Fund XII UGP, Skyway Fund GP and VIP GP. Varde Partners, Inc. ("General Partner") is the general partner of the Managing Member. Following the transaction described above, George G. Hicks may be deemed to beneficially own all of the securities which may be acquired upon conversion of the Initial Term Loan because, as the chief executive officer of the General Partner, he may be deemed to have voting and/or dispositive power over such securities. F11 · ownership.nature: Due to limitations of the electronic filing system, certain Reporting Persons are filing a separate Form 4. F12 · ownership.nature: Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.