Richard Sherrill - 13 Feb 2023 Form 4 Insider Report for TALOS ENERGY INC. (TALO)

Role: Director
Signature: /s/ William S. Moss III, attorney-in-fact
Issuer symbol: TALO
Transactions as of: 13 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 14 Feb 2023, 16:56:28 UTC
Next filing: 07 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TALO	Common Stock	Award		+47,683			47,683	13 Feb 2023	Direct	F1, F2

* 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 held a total of 41,420 shares of EnVen Common Stock, which were converted into the right to receive 47,683 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.

Content

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").

(Continued from Footnote 1) On February 13, 2023, the Transaction closed and as of immediately prior the First Effective Time the reporting person held a total of 41,420 shares of EnVen Common Stock, which were converted into the right to receive 47,683 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.