Form 4 TALOS ENERGY INC. For: Dec 22 Filed by: Apollo Management VII, 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	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	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 * Apollo Management Holdings GP, LLC (Last) (First) (Middle) 9 W. 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TALOS ENERGY INC. [ TALO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/22/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock, par value $0.01	12/22/2021		S (2)		100	D	$ 10.10	9,731,027	I	See note (1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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.

2. This sale was made pursuant to a 10b5-1 plan.

	see signatures attached as Exhibit 99.2	12/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Exhibit 99.1

 

The shares of common stock, par value $0.01, of Talos Energy, Inc. (the “Issuer”) reported as beneficially owned are held of record by: (i) AP Talos Energy LLC (“AP Talos”) and (ii) AP Talos Energy Debtco LLC (“Debtco”).

 

Apollo Talos Holdings, L.P. (“Holdings”); is the managing member of AP Talos and the manager of Debtco. Apollo Management VII, L.P (“Management VII”) is the co-investment manager to Holdings. AIF VII Management, LLC (“AIF VII”) is the general partner of Management VII. Apollo Management, L.P. (“Apollo Management”) is the sole member manager of AIF VII. Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo Management.

 

Apollo Commodities Management, L.P., with respect to Series I (“Commodities Management”) is the co-investment manager to Holdings. Apollo Commodities Management GP, LLC (“Commodities Management 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 Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Joshua Harris, Marc Rowan, Scott Kleinman and James Zelter are the managers, as well as executive officers, of Management Holdings GP.

 

Each of AP Talos and Debtco disclaims beneficial ownership of any shares of the Issuer’s common stock owned of record by the other, and each of Holdings, Management VII, AIF VII, Apollo Management, Management GP, Commodities Management, Commodities Management GP, Management Holdings and Management Holdings GP, and Messrs. Harris, Rowan, Kleinman and Zelter, disclaims beneficial ownership of any shares of the Issuer’s common stock owned of record by AP Talos or Debtco, 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.

 

The address of AP Talos, Debtco, and Holdings is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of each of Management VII, AIF VII, Apollo Management, Management GP, Commodities Management, Commodity Management GP, Management Holdings, Management Holdings GP, and Messrs. Harris, Rowan, Kleinman and Zelter, is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

 

 

 

Exhibit 99.2

 

This Statement on Form 4 is filed by: (i) AP Talos Energy LLC; (ii) AP Talos Energy Debtco LLC; (iii) Apollo Talos Holdings, L.P.; (iv) Apollo Management VII, L.P; (v) AIF VII Management, LLC; (vi) Apollo Management, L.P.; (vii) Apollo Management GP, LLC; (viii) Apollo Commodities Management, L.P., with respect to Series I; (ix) Apollo Commodities Management GP, LLC; (x) Apollo Management Holdings, L.P.; and (xi) Apollo Management Holdings GP, LLC.

 

Name of Designated Filer:  Apollo Management Holdings GP, LLC

Date of Event Requiring Statement:  December 22, 2021

Issuer Name and Ticker or Trading Symbol: Talos Energy, Inc.

 

	AP TALOS ENERGY LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President
	AP TALOS ENERGY DEBTCO LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President

 

	APOLLO TALOS HOLDINGS, L.P.
	By:	Apollo Advisors VII (APO DC), L.P., its general partner

 

By:

Apollo Advisors VII (APO DC-GP), LLC, its general partner

 

		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President

 

And

 

By:

Apollo ANRP Advisors (APO DC), L.P., its general partner

 

By:

Apollo ANRP Advisors (APO DC-GP), LLC, its general partner

 

		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President

 

 

	APOLLO MANAGEMENT VII, L.P.
	By:	AIF VII Management, LLC, its general partner

 

		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President

 

	AIF VII MANAGEMENT, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President

	APOLLO MANAGEMENT, L.P.
	By:	Apollo Management GP, LLC, its general partner

 

		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President

 

	APOLLO MANAGEMENT GP, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President

 

	APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I
	By:	Apollo Commodities Management GP, LLC, its general partner

 

		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President

 

	APOLLO COMMODITIES MANAGEMENT GP, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President

 

 

	APOLLO MANAGEMENT HOLDINGS, L.P.
	By:	Apollo Management Holdings GP, LLC, its general partner

 

		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President

 

	APOLLO MANAGEMENT HOLDINGS GP, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President

 

 

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