Shandell Szabo - Feb 13, 2023 Form 4 Insider Report for TALOS ENERGY INC. (TALO)

Role
Director
Signature
/s/ William S. Moss III, attorney-in-fact
Stock symbol
TALO
Transactions as of
Feb 13, 2023
Transactions value $
$0
Form type
4
Date filed
2/14/2023, 04:53 PM
Next filing
Mar 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TALO Common Stock Award +27.4K 27.4K Feb 13, 2023 See Footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities acquired in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 21, 2022 (the "Merger Agreement"), by and among Talos Energy Inc. (the "Issuer"), EnVen Energy Corporation ("EnVen") and the other parties thereto, in which Talos acquired EnVen in a transaction through a series of mergers (the "Transaction"). As partial consideration for the acquisition of EnVen, the holders of Class A common stock, par value $0.001 per share, of EnVen ("EnVen Common Stock") immediately prior to the First Effective Time (as defined in the Merger Agreement) were entitled to collectively receive an aggregate of 43,800,000 shares of common stock, par value $0.01 per share of the Issuer ("Talos Common Stock").
F2 (Continued from Footnote 1) On February 13, 2023, the Transaction closed and as of immediately prior the First Effective Time the reporting person indirectly held a total of 23,838 shares of EnVen Common Stock, which were converted into the right to receive 27,442 shares of Talos Common Stock in respect of the portion of the Aggregate Stock Consideration (as defined in the Merger Agreement) to which the reporting person was entitled.
F3 Represents shares held by Motown Five Investments, LLC ("Motown Five Investments"). The reporting person is the managing member of Motown Five Investments and has the authority to vote or dispose of the shares held by Motown Five Investments in her sole discretion. The reporting person disclaims beneficial ownership of the shares held by Motown Five Investments in excess of her pecuniary interest therein.