Edgar Filing: R/C Energy GP IV, LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

R/C IV Eagle Holdings, L.P.

2. Issuer Name and Ticker or Trading Symbol
Midstates Petroleum Company, Inc. [MPO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

712 FIFTH AVENUE, 36TH FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2015		C		3,738,424 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	$ 110 ⁽¹⁾ ⁽²⁾ ⁽³⁾	3,738,424	I	See footnote ⁽⁴⁾ ⁽⁵⁾
Common Stock	09/30/2015		J⁽⁶⁾		3,738,424	D	⁽⁶⁾	0	I	See footnote ⁽⁴⁾ ⁽⁵⁾
Common Stock	09/30/2015		J⁽⁶⁾		3,541,665 ⁽⁶⁾	A	⁽⁶⁾	3,541,665	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$ 110 ⁽¹⁾ ⁽²⁾ ⁽³⁾

09/30/2015

325,000

10/01/2013

09/30/2015⁽¹⁾⁽²⁾

Common Stock

3,738,424 ⁽¹⁾ ⁽²⁾ ⁽³⁾

$ 0

See footnote ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
R/C IV Eagle Holdings, L.P. 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X
Eagle Energy Production, LLC 9 EAST 4TH STREET SUITE 200 TULSA, OK 74103		X
Eagle Energy Operating Company, LLC 9 EAST 4TH STREET SUITE 200 TULSA, OK 74103		X
Eagle Energy Operating GP, LLC 9 EAST 4TH STREET SUITE 200 TULSA, OK 74103		X
Eagle Energy Co of Oklahoma, LLC 200 REUNION CENTER, 9 EAST 4TH STREET TULSA, OK 74103		X
Riverstone/Carlyle Energy Partners IV, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X
R/C Energy GP IV, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK, NY 10019		X

Signatures

/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Production, LLC		09/30/2015
^**Signature of Reporting Person		Date
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Operating Company, LLC		09/30/2015
^**Signature of Reporting Person		Date
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Operating GP, LLC		09/30/2015
^**Signature of Reporting Person		Date
/s/ Steve Antry, as Chief Executive Officer, on behalf of Eagle Energy Company of Oklahoma, LLC		09/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas Walker, as Managing Director of R/C Energy GP IV, LLC, on behalf of R/C IV Eagle Holdings, L.P.		09/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas Walker, as Managing Director of R/C Energy GP IV, LLC, on behalf of Riverstone/Carlyle Energy Partners IV, L.P.		09/30/2015
^**Signature of Reporting Person		Date
/s/ Thomas Walker, as Managing Director, on behalf of R/C Energy GP IV, LLC		09/30/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On September 30, 2015, all of the 325,000 shares of the Series A Mandatorily Convertible Preferred Stock ("Series A Stock") of the Issuer held by Eagle Energy Operating Company, LLC ("Eagle Operating") automatically converted into 3,738,424 shares of Common Stock (the "Converted Shares") based on a liquidation preference of approximately $1,265.32 and a conversion price of approximately $110.00. The shares of Series A Stock had an initial liquidation value of $1,000 per share, and were convertible, in whole but not in part, at the option of the holders of a majority of the outstanding Series A Stock into shares of Common Stock on or after October 1, 2013.
(2)	If not previously converted, the Series A Stock was subject to mandatory conversion into shares of Common Stock on September 30, 2015 at a conversion price based upon the volume weighted average price of Common Stock during the 15 trading days immediately prior to the mandatory conversion date, but in no instance could the price be greater than $13.50 per share or less than $11.00 per share.
(3)	Dividends on the Series A Stock accrued at a rate of 8.0% per annum, payable semiannually on March 30 and September 30, at the Issuer's sole option, in cash or through an increase in the liquidation preference. On each dividend payment date through September 30, 2015, the Issuer elected to pay the dividend due on such date through an increase in the Series A Stock liquidation preference. The maximum and minimum conversion prices were also subject to adjustments for certain events, such as the reverse stock split that occurred on August 3, 2015. Following the reverse stock split, the maximum and minimum conversion prices were adjusted to approximately $135.00 per share and $110.00 per share, respectively.
(4)	Held by Eagle Operating. On October 1, 2012, the Issuer issued 260,000 shares of Series A Stock to Eagle Operating in connection with the sale of certain assets (the "Transaction"), and deposited 65,000 shares of Series A Stock (the "Escrowed Shares") into an escrow account to secure certain of Eagle Energy Production, LLC's ("Eagle") indemnity obligations in connection with the Transaction. On October 1, 2013, all of the Escrowed Shares were released to Eagle. On October 2, 2013, Eagle transferred the Escrowed Shares to Eagle Operating.
(5)	R/C Energy GP IV, LLC ("Ultimate R/C GP") is the general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("R/C GP"), which is the general partner of R/C IV Eagle Holdings, L.P. ("Eagle Holdings"), which is the controlling member of Eagle Energy Company of Oklahoma, LLC ("Eagle Oklahoma"), which is the sole managing member of Eagle Energy Operating GP, LLC ("Eagle Operating GP"), which is the general partner of Eagle Operating, which is the sole managing member of Eagle. Each of Ultimate R/C GP, R/C GP, Eagle Holdings, Eagle Oklahoma and Eagle Operating GP may be deemed to indirectly own any securities directly owned by Eagle Operating.
(6)	On September 30, 2015, Eagle Operating distributed the Converted Shares to Eagle Oklahoma and Eagle Operating GP (which distributed its Converted Shares to Eagle Oklahoma), and Eagle Oklahoma distributed the Converted Shares to its members in accordance with its Third Amended and Restated Limited Liability Company Agreement dated as of October 9, 2012. As part of this in-kind distribution, Eagle Holdings received 3,541,665 shares of Common Stock (the "Distributed Shares"). Each of Ultimate R/C GP and R/C GP may be deemed to indirectly own the Distributed Shares directly owned by Eagle Holdings.

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