Sec Form 13D Filing - CEC GP LLC filing for Lonestar Resources US Inc. (LONE) - 2019-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

LONESTAR RESOURCES US INC.

(Name of Issuer)

Class A Voting Common Stock, Par Value $0.001 per Share

(Title of Class of Securities)

54240F103

(CUSIP Number)

Chambers Energy Management, LP

600 Travis Street, Suite 4700

Houston, TX 77002

(713) 554-6770

Attention: J. Robert Chambers

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 27, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on November 6, 2017 (as amended to date, the “Schedule 13D”), relating to the Class A Voting Common Stock, par value $0.001 per share (the “Class A Common Stock”), of Lonestar Resources US Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4 of the Schedule 13D is amended and supplemented by adding the following:

Pursuant to the certificate of designation governing the Series A-1 Stock, holders of Series A-1 Stock are entitled to cumulative dividends payable quarterly initially at a rate of 9% per annum in cash and, for any 12 quarters, at the Issuer’s option, (i) in the form of additional shares of the respective series of Series A Preferred Stock (the “PIK Shares”) or (ii) by increasing stated value, in lieu of cash (collectively, the “PIK Option”).

On December 27, 2019, the Issuer elected the PIK Option and Chambers Energy was issued an additional 2,208 shares of Series A-1 Stock.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 24,944,891 shares of Class A Common Stock outstanding as of November 11, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2019, and assuming conversion of all shares of Series A-1 Stock beneficially owned by the Reporting Persons into Class A Common Stock.

Chambers Energy is the record holder of 100,328 shares of Series A-1 Stock. Each share of Series A-1 Stock is convertible into 166.6667 shares of Class A Common Stock at any time at the option of the holder. J. Robert Chambers is the managing member of CEC GP, LLC (“CEC GP”), which is the sole member of CEC Fund III GP, LLC (“CEC III”), which is the general partner of Chambers Energy. Accordingly, each of Mr. Chambers, CEC GP, and CEC III may be deemed to share beneficial ownership of the securities held of record by Chambers Energy.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 31, 2019