Covey Park Holdings LLC

SEC source: 0001104659-20-097628 · a4.xml · nonDerivative · entry 2

Porter Stuart D · CIK 0001520346 · Director · 10% owner

Covey Park Holdings LLC · CIK 0001782167 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Covey Park Holdings LLC

Disclosed balance after: 18,990,500

F1 · shares: Jordan Tatum Marye ("Marye") received an award of 22,686 shares of restricted stock on August 22, 2019, which would vest in full on August 22, 2020, and 23,234 shares of restricted stock on June 3, 2020, which would vest in full on June 3, 2021. Marye served on the Board of Directors of the Issuer as a nominee of Covey Park Holdings LLC ("Holdings"), a stockholder of the Issuer. Marye agreed to transfer to Holdings any director compensation received from the Issuer, including awards made pursuant to grants of restricted stock. These shares were forfeited in connection with his resignation from the Board of Directors of the Issuer.

F2 · ownership.nature: These shares are owned directly by Holdings. Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate").

F3 · ownership.nature: Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

SEC source: 0001104659-20-100192 · a4a.xml · nonDerivative · entry 2

Porter Stuart D · CIK 0001520346 · Former Director and 10% Owner

Covey Park Holdings LLC · CIK 0001782167 · Former Director and 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Covey Park Holdings LLC

Disclosed balance after: 19,013,186

F1 · shares: Jordan Tatum Marye ("Marye") previously served on the Board of Directors of the Issuer (the "Board") as a nominee of Covey Park Holdings LLC ("Holdings"). This amendment to Form 4 is being filed to revise the number of shares of restricted stock forfeited upon Marye's resignation from the Board. In addition, this amendment to Form 4 reflects that the reporting persons are no longer subject to Section 16 in connection with their transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.

F1 · balance_after: Jordan Tatum Marye ("Marye") previously served on the Board of Directors of the Issuer (the "Board") as a nominee of Covey Park Holdings LLC ("Holdings"). This amendment to Form 4 is being filed to revise the number of shares of restricted stock forfeited upon Marye's resignation from the Board. In addition, this amendment to Form 4 reflects that the reporting persons are no longer subject to Section 16 in connection with their transactions in the equity securities of the Issuer and therefore will no longer report any such transactions on Form 4 or Form 5.

F2 · ownership.nature: These shares are owned directly by Holdings. Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate"). Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC").

F3 · ownership.nature: Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

SEC source: 0001104659-20-097628 · a4.xml · nonDerivative · entry 1

Porter Stuart D · CIK 0001520346 · Director · 10% owner

Covey Park Holdings LLC · CIK 0001782167 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Covey Park Holdings LLC

Disclosed balance after: 19,036,420

F2 · ownership.nature: These shares are owned directly by Holdings. Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate").

F3 · ownership.nature: Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

SEC source: 0001104659-20-100192 · a4a.xml · nonDerivative · entry 1

Porter Stuart D · CIK 0001520346 · Former Director and 10% Owner

Covey Park Holdings LLC · CIK 0001782167 · Former Director and 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Covey Park Holdings LLC

Disclosed balance after: 19,036,420

F2 · ownership.nature: These shares are owned directly by Holdings. Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate"). Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC").

F3 · ownership.nature: Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

SEC source: 0001104659-20-069821 · a4.xml · nonDerivative · entry 1

Porter Stuart D · CIK 0001520346 · Director · 10% owner

Covey Park Holdings LLC · CIK 0001782167 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Covey Park Holdings LLC

Disclosed balance after: 52,545,920

F1 · shares: Jordan Tatum Marye ("Marye") received an award of 22,234 shares of restricted stock on June 3, 2020, which vest in full on June 3, 2021. Marye serves on the Board of Directors of the Issuer as a nominee of Covey Park Holdings LLC ("Holdings"), a stockholder of the Issuer. Marye has agreed to transfer to Holdings any director compensation he receives from the Issuer, including awards made pursuant to grants of restricted stock.

F2 · ownership.nature: These shares are owned directly by Holdings. Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate"). Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC").

F3 · ownership.nature: Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

F4 · ownership.nature: Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

SEC source: 0001104659-20-084169 · a4a.xml · nonDerivative · entry 1

Porter Stuart D · CIK 0001520346 · Director · 10% owner

Covey Park Holdings LLC · CIK 0001782167 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Covey Park Holdings LLC

Disclosed balance after: 28,878,920

F1 · shares: Jordan Tatum Marye ("Marye") received an award of 23,234 shares of restricted stock on June 3, 2020, which vest in full on June 3, 2021. Marye serves on the Board of Directors of the Issuer as a nominee of Covey Park Holdings LLC ("Holdings"), a stockholder of the Issuer. Marye has agreed to transfer to Holdings any director compensation he receives from the Issuer, including awards made pursuant to grants of restricted stock.

F2 · shares: This amendment to Form 4 is being filed to amend an arithmetical error in the amount of securities beneficially owned as reported in Item 5 of the Form 4 previously filed on June 4, 2020, and a typographical error in footnote 1 to the previously filed Form 4. No other changes are being made pursuant to this amendment.

F2 · balance_after: This amendment to Form 4 is being filed to amend an arithmetical error in the amount of securities beneficially owned as reported in Item 5 of the Form 4 previously filed on June 4, 2020, and a typographical error in footnote 1 to the previously filed Form 4. No other changes are being made pursuant to this amendment.

F3 · ownership.nature: These shares are owned directly by Holdings. Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate").

F4 · ownership.nature: Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

SEC source: 0001104659-20-064405 · a4.xml · derivative · entry 1

Porter Stuart D · CIK 0001520346 · Director · 10% owner

Covey Park Holdings LLC · CIK 0001782167 · 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 · 52,522,686 shares

Expires not disclosed

F1 · kind: The Issuer, pursuant to that certain Certificate of Designations of Series A Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock (as filed as an exhibit to the Issuer's Current Report on Form 8-K filed dated July 15, 2019), has elected to cause all of the shares of the Series A Convertible Preferred Stock to be redeemed for cash.

F3 · price: The redemption price of the Series A Redeemable Convertible Preferred Stock means, as of the date of redemption, 5/19/2020, (A) $1,013.61 per Share of the Series A Redeemable Convertible Preferred Stock plus (B) an amount equal to all accrued dividends on such share of Series A Redeemable Convertible Preferred Stock to, and including, the date of such redemption.

F2 · derivative.exercise_date: The Series A Redeemable Convertible Preferred Stock is convertible at any time following the 12-month anniversary of the initial issue date, at the holder's election, and has no expiration date.

F2 · derivative.expiration_date: The Series A Redeemable Convertible Preferred Stock is convertible at any time following the 12-month anniversary of the initial issue date, at the holder's election, and has no expiration date.

F4 · ownership.nature: These shares are owned directly by Covey Park Holdings LLC ("Holdings"). Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate"). Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter.

F5 · ownership.nature: Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

F6 · ownership.nature: Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

SEC source: 0001104659-19-047768 · a4.xml · nonDerivative · entry 1

Porter Stuart D · CIK 0001520346 · Director · 10% owner

Covey Park Holdings LLC · CIK 0001782167 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Covey Park Holdings LLC

Disclosed balance after: 28,855,686

F1 · shares: Jordan Tatum Marye ("Marye") received an award of 22,686 shares of restricted stock on August 22, 2019, which vest in full on August 22, 2020. Marye serves on the Board of Directors of the Issuer as a nominee of Covey Park Holdings LLC ("Holdings"), a stockholder of the Issuer. Marye has agreed to transfer to Holdings any director compensation he receives from the Issuer, including awards made pursuant to grants of restricted stock.

F2 · ownership.nature: These shares are owned directly by Holdings. Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate"). Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter.

F3 · ownership.nature: Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.