UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LOVOI JOHN 14701 HERTZ QUAIL SPRINGS PKWY OKLAHOMA CITY, OK 73134 |
 X |  |  |  |
/s/ John V. Lovoi, by Will Jordan, as Attorney-in-Fact | 11/07/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 76,269,766 shares of Class A common stock held directly by Roan Holdings, LLC ("Roan Holdings"). JVL Advisors, LLC ("JVL"), indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children's Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP, beneficially owns an approximate 73.61% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is the Reporting Person. |
(2) | (Continued from Footnote 1) The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; thus, the Reporting Person may also be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose. |
(3) | 1,335,170 shares of Class A common stock held by various entities (the "Lovoi Entities") controlled indirectly by the Reporting Person through JVL. The Reporting Person is the sole member and manager of, and exercises investment management control over, JVL. Through JVL, the Reporting Person exercises voting and dispositive power over all securities held by the Lovoi Entities and may be deemed to be the beneficial owner thereof. Each of the Reporting Person, JVL and the Lovoi Entities disclaims beneficial ownership of the reported securities in excess of such entity's or person's respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose. |
 Remarks: This Form 3 is being filed in connection with the registration of the Issuer's Class A common stock under Section 12 of the Securities Act of 1933, as amended, and listing on the New York Stock Exchange under the trading symbol "ROAN". |