Form 4 EP Energy Corp For: Aug 24 Filed by: Apollo Management Holdings, L.P.
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person
*
(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
EP Energy Corp [ EPE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/24/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check
Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 08/24/2018 | S | 365,393 | D | $ 1.73 | 101,245,606 | I | See note (1) | ||
Class A Common Stock | 08/27/2018 | S | 358,000 | D | $ 1.75 | 100,887,606 | I | See note (1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. See Exhibit 99.1. |
[see signatures attached as Exhibit 99.2] | 08/28/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |
Exhibit 99.1
1) The shares reported as sold were beneficially owned by Seabed Veil Investment Pte. Ltd. (Seabed), a limited partner in EPE 892 Co-Investors II, L.P. The sale was pursuant to the registration statement on Form S-3 filed by EP Energy Corp. on January 10, 2017 (File No. 333-215486).
The shares of common stock reported as beneficially owned include shares held of record by Apollo Investment Fund VII, L.P. (AIF VII), Apollo Overseas Partners (Delaware 892) VII, L.P. (AOP (Delaware 892)), AOP VII (EPE Intermediate), L.P. (AOP Intermediate), Apollo Investment Fund (PB) VII, L.P. (AIF (PB) VII), ANRP (EPE Intermediate), L.P. (ANRP Intermediate), ANRP (Corp AIV), L.P. (ANRP (Corp AIV)), EPE Domestic Co-Investors, L.P. (Domestic Co-Investors), EPE Overseas Co-Investors (FC), L.P. (Overseas Co-Investors), EPE 892 Co-Investors I, L.P. (Co-Investor I), EPE 892 Co-Investors II, L.P. (Co-Investor II), and EPE 892 Co-Investors III, L.P. (Co-Investor III, and together with AIF VII, AOP (Delaware 892), AOP Intermediate, AIF (PB) VII, ANRP Intermediate, ANRP (Corp AIV), Domestic Co-Investors, Overseas Co-Investors, Co-Investor I and Co-Investor II, the Apollo Funds). Apollo Management VII, L.P. (Management VII) is the manager of AIF VII, AOP (Delaware 892), AOP Intermediate and AIF (PB) VII. Apollo Commodities Management, L.P., with respect to Series I (Commodities Management) is the manager of ANRP Intermediate and ANRP (Corp AIV). EPE Acquisition Holdings, LLC (Acquisition Holdings) is the general partner of Domestic Co-Investors, Overseas Co-Investors, Co-Investor I, Co-Investor II and Co-Investor III. Management VII and Commodities Management are the members and managers of Acquisition Holdings. AIF VII Management, LLC (AIF VII LLC) is the general partner of Management VII. Apollo Management, L.P. (Apollo Management) is the sole member-manager of AIF VII LLC. Apollo Management GP, LLC (Management GP) is the general partner of Apollo Management. Apollo Commodities Management GP, LLC (Commodities GP) is the general partner of Commodities Management. Apollo Management Holdings, L.P. (Management Holdings) is the sole member and manager of Management GP and Commodities GP. Apollo Management Holdings GP, LLC (Management Holdings GP) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP, and as such may be deemed to have voting and dispositive control of the shares of stock held of record by the Apollo Funds. The address of each of AIF VII, AOP (Delaware 892), AOP Intermediate, AIF (PB) VII, ANRP Intermediate, ANRP (Corp AIV), Domestic Co-Investors, Co-Investor I, Co-Investor II and Co-Investor III is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of Overseas Co-Investors is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Street, George Town, Grand Cayman KY1-9005, Cayman Islands. The address of Commodities Management, Commodities GP, Acquisition Holdings, Management VII, AIF VII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP, and Messrs. Black, Harris and Rowan, is 9 W. 57th Street, 43rd Floor, New York, New York 10019.
Exhibit 99.2
This Statement on Form 4 is filed by: (i) Apollo Investment Fund VII, L.P.; (ii) Apollo Overseas Partners (Delaware 892) VII, L.P.; (iii) AOP VII (EPE Intermediate), L.P.; (iv) Apollo Investment Fund (PB) VII, L.P.; (v) ANRP (EPE Intermediate), L.P.; (vi) ANRP (Corp AIV), L.P.; (vii) EPE Domestic Co-Investors, L.P.; (viii) EPE Overseas Co-Investors (FC), L.P.; (ix) EPE 892 Co-Investors I, L.P.; (x) EPE 892 Co-Investors II, L.P.; (xi) EPE 892 Co-Investors III, L.P.; (xii) Apollo Management VII, L.P.; (xiii) Apollo Commodities Management, L.P., with respect to Series I; (xiv) Apollo Commodities Management GP, LLC; (xv) EPE Acquisition Holdings, LLC; (xvi) AIF VII Management, LLC; (xvii) Apollo Management, L.P.; (xviii) Apollo Management GP, LLC; (xix) Apollo Management Holdings, L.P.; and (xx) Apollo Management Holdings GP, LLC.
Name of Designated Filer: Apollo Management Holdings GP, LLC
Date of Event Requiring Statement: August 24, 2018
Issuer Name and Ticker or Trading Symbol: EP Energy Corp. [EPE]
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APOLLO INVESTMENT FUND VII, L.P. | |||
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By: |
Apollo Management VII, L.P., | ||
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its manager | ||
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By: |
AIF VII Management, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO OVERSEAS PARTNERS | |||
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(DELAWARE 892) VII, L.P. | |||
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By: |
Apollo Management VII, L.P., | ||
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its manager | ||
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By: |
AIF VII Management, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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AOP VII (EPE INTERMEDIATE), L.P. | |||
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By: |
Apollo Management VII, L.P., | ||
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its manager | ||
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By: |
AIF VII Management, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO INVESTMENT FUND (PB) VII, L.P. | ||||
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By: |
Apollo Management VII, L.P., | |||
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its manager | |||
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By: |
AIF VII Management, LLC, | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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ANRP (EPE INTERMEDIATE), L.P. | ||||
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By: |
Apollo Commodities Management, L.P., | |||
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with respect to Series I, | |||
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its manager | |||
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By: |
Apollo Commodities Management GP, LLC, | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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ANRP (CORP AIV), L.P. | ||||
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By: |
Apollo Commodities Management, L.P., | |||
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with respect to Series I, | |||
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its manager | |||
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By: |
Apollo Commodities Management GP, LLC, | ||
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its general partner | ||
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By: |
/s/ Laurie D. Medley | |
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Name: |
Laurie D. Medley | |
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Title: |
Vice President | |
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EPE DOMESTIC CO-INVESTORS, L.P. | ||||
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By: |
EPE Acquisition Holdings, LLC, | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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EPE OVERSEAS CO-INVESTORS (FC), L.P. | ||
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By: |
EPE Acquisition Holdings, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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EPE 892 CO-INVESTORS I, L.P. | ||
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By: |
EPE Acquisition Holdings, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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EPE 892 CO-INVESTORS II, L.P. | ||
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By: |
EPE Acquisition Holdings, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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EPE 892 CO-INVESTORS III, L.P. | ||
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By: |
EPE Acquisition Holdings, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO COMMODITIES MANAGEMENT, L.P., | ||
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WITH RESPECT TO SERIES I | ||
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By: |
Apollo Commodities Management GP, LLC, | |
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its general partner | |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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APOLLO COMMODITIES MANAGEMENT GP, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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EPE ACQUISITION HOLDINGS, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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APOLLO MANAGEMENT VII, L.P. | ||||
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By: |
AIF VII Management, LLC, | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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AIF VII MANAGEMENT, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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APOLLO MANAGEMENT, L.P. | ||||
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By: |
Apollo Management GP, LLC, | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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APOLLO MANAGEMENT GP, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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APOLLO MANAGEMENT HOLDINGS, L.P. | ||||
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By: |
Apollo Management Holdings GP, LLC, | |||
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its general partner | |||
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By: |
/s/ Laurie D. Medley | ||
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Name: |
Laurie D. Medley | ||
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Title: |
Vice President | ||
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APOLLO MANAGEMENT HOLDINGS GP, LLC | ||||
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By: |
/s/ Laurie D. Medley | |||
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Name: |
Laurie D. Medley | |||
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Title: |
Vice President | |||
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