Form SC 13D/A Midstates Petroleum Comp Filed by: R/C IV Eagle Holdings, L.P.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  o

(1)           Based on 10,889,453 shares of common stock outstanding as of October 5, 2015.

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(1)           Based on 10,889,453 shares of common stock outstanding as of October 5, 2015.

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(1)           Based on 10,889,453 shares of common stock outstanding as of October 5, 2015.

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This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on August 12, 2013, as amended and supplemented by Amendment No. 1 filed on September 30, 2015 and Amendment No. 2 filed on October 5, 2015 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), by the Reporting Persons (as defined below) with respect to the Common Stock of the Issuer.  Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4.         Purpose of Transaction

This Amendment amends and restates the second paragraph of Item 4 of the Original Schedule 13D as set forth below:

“(a)   The Reporting Persons may, from time to time, subject to market and general economic conditions and other factors, sell all or a portion of the shares of Common Stock now owned by them to one or more purchasers. On October 1, 2015, Eagle Holdings sold an aggregate of 30,889 shares of Common Stock at a weighted average price of $5.94 per share pursuant to Rule 144 (“Rule 144”) promulgated under the Securities Act of 1933.  On October 2, 2015, Eagle Holdings sold an aggregate of 38,400 shares of Common Stock at a weighted average price of $5.73 pursuant to Rule 144. On October 5, 2015, Eagle Holdings sold an aggregate of 54,072 shares of Common Stock at a weighted average price of $5.91 pursuant to Rule 144. On October 6, 2015, Eagle Holdings sold an aggregate of 163,548 shares of Common Stock at a weighted average price of $5.99 pursuant to Rule 144.”

Item 5.         Interest in Securities of the Issuer

This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b)        The percentage ownership of Common Stock provided for each Reporting Person below is based on 10,889,453 shares of common stock outstanding as of October 5, 2015:

Ultimate R/C GP is the general partner of R/C GP, which is the general partner of Eagle Holdings. Each of Ultimate R/C GP and R/C GP may be deemed to indirectly own the Converted Shares owned by Eagle Holdings.

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(c)          On October 1, 2015, Eagle Holdings sold an aggregate of 30,889 shares of Common Stock in open market transactions at a weighted average price of $5.94 per share pursuant to Rule 144.  On October 2, 2015, Eagle Holdings sold an aggregate of 38,400 shares of Common Stock in open market transactions at a weighted average price of $5.73 pursuant to Rule 144.  On October 5, 2015, Eagle Holdings sold an aggregate of 54,072 shares of Common Stock in open market transactions at a weighted average price of $5.91 pursuant to Rule 144.  On October 6, 2015, Eagle Holdings sold an aggregate of 163,548 shares of Common Stock in open market transactions at a weighted average price of $5.99 pursuant to Rule 144. To the best knowledge of the Reporting Persons, no transactions were effected by the persons enumerated in Item 2 during the past 60 days other than the transactions described herein.

(d)         No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons.

(e)          Not applicable.”

Item 7.         Material to Be Filed as Exhibits

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SIGNATURE PAGE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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