Kimmeridge Energy Management Company, LLC - Nov 3, 2021 Form 4 Insider Report for Callon Petroleum Co (CPE)

Role: 10%+ Owner
Signature: Kimmeridge Energy Management Company, LLC /s/ Benjamin Dell, Managing Member
Stock symbol: CPE
Transactions as of: Nov 3, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/5/2021, 04:20 PM
Previous filing: Dec 6, 2021
Next filing: Jun 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CPE	Common Stock	Other		+5.51M	+89.08%		11.7M	Nov 3, 2021	See Footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	At a special meeting of shareholders, a majority of shareholders approved the issuance to Chambers Investments, LLC, a Delaware limited liability company, of 5,512,623 shares of the Issuer's Common Stock in exchange for $197.0 million in aggregate principal amount of the Issuer's 9.00% Second Lien Senior Secured Notes due 2025 held by Chambers Investments, LLC, including in respect of any accrued and unpaid interest, pursuant to an Exchange Agreement between Chambers Investments, LLC and the Issuer dated August 3, 2021. Such acquisition may be exempt from Section 16(b) to the extent characterized as securities acquired in good faith in connection with a debt previously contracted.
F2	The securities to which this filing relates to are held directly by, and managed on behalf of, Chambers Investments, LLC. Kimmeridge Energy Management Company, LLC (the "Reporting Person"), a Delaware limited liability company, is the investment adviser to Chamber Investments, LLC. In such capacity, the Reporting Person exercises voting and investment control over the securities held by Chambers Investments, LLC. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Content

At a special meeting of shareholders, a majority of shareholders approved the issuance to Chambers Investments, LLC, a Delaware limited liability company, of 5,512,623 shares of the Issuer's Common Stock in exchange for $197.0 million in aggregate principal amount of the Issuer's 9.00% Second Lien Senior Secured Notes due 2025 held by Chambers Investments, LLC, including in respect of any accrued and unpaid interest, pursuant to an Exchange Agreement between Chambers Investments, LLC and the Issuer dated August 3, 2021. Such acquisition may be exempt from Section 16(b) to the extent characterized as securities acquired in good faith in connection with a debt previously contracted.

The securities to which this filing relates to are held directly by, and managed on behalf of, Chambers Investments, LLC. Kimmeridge Energy Management Company, LLC (the "Reporting Person"), a Delaware limited liability company, is the investment adviser to Chamber Investments, LLC. In such capacity, the Reporting Person exercises voting and investment control over the securities held by Chambers Investments, LLC. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.