UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
SilverBow Resources Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
82836G102
(CUSIP Number)
Melissa Franzen
Riposte Capital LLC
888 Seventh Avenue, 4th Floor
New York, NY 10106
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 29, 2023
(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(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
SCHEDULE 13D
CUSIP No. 82836G102
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Riposte Capital LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,475,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,475,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IA | |||||
| (1) | Based on 25,429,610 Shares of the Issuer outstanding as of December 8, 2023, as reported by the Issuer in the prospectus supplement that was filed by the Issuer with the Securities and Exchange Commission on December 13, 2023. |
SCHEDULE 13D
CUSIP No. 82836G102
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Riposte Global Opportunity Master Fund, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,475,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,475,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| (1) | Based on 25,429,610 Shares of the Issuer outstanding as of December 8, 2023, as reported by the Issuer in the prospectus supplement that was filed by the Issuer with the Securities and Exchange Commission on December 13, 2023. |
SCHEDULE 13D
CUSIP No. 82836G102
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Riposte GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,475,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,475,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Based on 25,429,610 Shares of the Issuer outstanding as of December 8, 2023, as reported by the Issuer in the prospectus supplement that was filed by the Issuer with the Securities and Exchange Commission on December 13, 2023. |
SCHEDULE 13D
CUSIP No. 82836G102
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Khaled Beydoun | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UK | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,475,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,475,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,000 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7% (1) | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (1) | Based on 25,429,610 Shares of the Issuer outstanding as of December 8, 2023, as reported by the Issuer in the prospectus supplement that was filed by the Issuer with the Securities and Exchange Commission on December 13, 2023. |
| Item 1. | Security and Issuer |
This Amendment No. 6 to Schedule 13D (this “Schedule 13D”), amends and supplements the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission on June 14, 2023 (the “Original Statement”), as amended on June 23, 2023, September 15, 2023, September 28, 2023, November 30, 2023 and December 21, 2023, as it relates to common shares of beneficial interest, par value $0.01 per share (the “Shares”), of SilverBow Resources, Inc. (the “Issuer”), a Delaware incorporated company. The address of the principal executive offices of the Issuer is 920 Memorial City Way, Suite 850, Houston, Texas 77204. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
| Item 3. | Source and Amount of Funds or other Consideration |
Item 3 is hereby amended and supplemented as follows:
“In open market purchases between December 20, 2023 and December 29, 2023, the Reporting Persons expended an aggregate of approximately $14,647,825 (excluding commissions) to acquire 506,000 Shares of the Issuer in various open market transactions. The funds used for the purchase of Shares of the Issuer reported in this Schedule 13D were derived from general working capital of the Fund.”
| Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated in its entirety as follows:
“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
| (b) | Number of shares as to which each Reporting Person has: |
| (i) | sole power to vote or to direct the vote: |
See Item 7 on the cover page(s) hereto.
| (ii) | shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.
| (iii) | sole power to dispose or to direct the disposition of: |
See Item 9 on the cover page(s) hereto.
| (iv) | shared power to dispose or to direct the disposition of: |
See Item 10 on the cover page(s) hereto.
The Fund is the record and direct beneficial owner of the securities covered by this Schedule 13D. The Fund has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Shares owned by it.
Riposte is the investment manager of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by the Fund. The General Partner is the general partner of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by the Fund. Neither Riposte nor the General Partner owns any Shares directly and they each disclaim beneficial ownership of any Shares held by the Fund.
Mr. Beydoun is the managing member of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by, each of Riposte and the General Partner. Mr. Beydoun does not own any Shares directly and disclaims beneficial ownership of any securities beneficially owned by either Riposte or the General Partner.
As of the time of filing, no Reporting Person owns any Shares of the Issuer other than as set forth in this Item 5.
(c) Other than as set forth on Schedule A hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not Applicable.
(e) Not Applicable”
Signature
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
Dated: January 3, 2024
| Riposte Capital LLC | ||
| By: |
/s/ Khaled Beydoun | |
| Name: |
Khaled Beydoun | |
| Title: |
Managing Member | |
| Riposte Global Opportunity Master Fund, LP | ||
| By: |
/s/ Khaled Beydoun | |
| Name: |
Khaled Beydoun | |
| Title: |
Authorized Signatory | |
| Riposte GP, LLC | ||
| By: |
/s/ Khaled Beydoun | |
| Name: |
Khaled Beydoun | |
| Title: |
Authorized Signatory | |
| Khaled Beydoun | ||
| By: |
/s/ Khaled Beydoun | |
| Name: |
Khaled Beydoun | |
| Title: |
Individually | |
The statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
SCHEDULE A
This Schedule A sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less. Unless otherwise indicated, all transactions were effectuated by Riposte Global Opportunity Master Fund, LP in the open market through a broker.
| Trade Date |
Shares Acquired | Price Per Share | ||||||
| 12/20/2023 |
15,000 | $ | 28.0750 | |||||
| 12/20/2023 |
10,000 | $ | 28.1349 | |||||
| 12/20/2023 |
15,000 | $ | 28.6170 | |||||
| 12/20/2023 |
5,000 | $ | 28.7406 | |||||
| 12/20/2023 |
1,000 | $ | 28.8320 | |||||
| 12/21/2023 |
25,000 | $ | 28.1771 | |||||
| 12/22/2023 |
10,000 | $ | 28.8800 | |||||
| 12/22/2023 |
10,000 | $ | 29.0007 | |||||
| 12/26/2023 |
10,000 | $ | 29.7476 | |||||
| 12/27/2023 |
10,000 | $ | 29.0975 | |||||
| 12/27/2023 |
2,499 | $ | 29.5627 | |||||
| 12/27/2023 |
7,500 | $ | 29.7756 | |||||
| 12/28/2023 |
25,000 | $ | 28.9602 | |||||
| 12/28/2023 |
10,001 | $ | 29.2481 | |||||
| 12/29/2023 |
25,656 | $ | 28.5717 | |||||
| 12/29/2023 |
9,344 | $ | 28.5946 | |||||
| 12/29/2023 |
20,000 | $ | 28.6253 | |||||
| 12/29/2023 |
20,000 | $ | 28.6906 | |||||
| 12/29/2023 |
10,000 | $ | 28.9291 | |||||
| 12/29/2023 |
15,000 | $ | 28.9412 | |||||
| 12/29/2023 |
10,000 | $ | 28.9523 | |||||
| 12/29/2023 |
15,000 | $ | 29.0326 | |||||
| 12/29/2023 |
25,000 | $ | 29.0829 | |||||
| 12/29/2023 |
100,000 | $ | 29.1102 | |||||
| 12/29/2023 |
30,000 | $ | 29.1557 | |||||
| 12/29/2023 |
70,000 | $ | 29.2920 | |||||