COMSTOCK RESOURCES INC — Director's Dealing 2019

Jul 17, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSTOCK RESOURCES INC (CRK)
CIK: 0000023194
Period of Report: 2019-07-16

Reporting Person: Blue Star Exploration Corp (10% Owner)
Reporting Person: Arkoma Drilling, L.P. (10% Owner)
Reporting Person: Jones Jerral W. (10% Owner)
Reporting Person: Williston Drilling, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-16	Common Stock	P	50000000	$6.00	Acquired	138571429	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-16	Series B Redeemable Convertible Preferred Stock	$	P	175000	Acquired		Common Stock (43750000)	Indirect

Footnotes

F1: On July 16, 2019, Arkoma Drilling, L.P., a Texas limited partnership ("Arkoma"), and Williston Drilling, L.P., a Texas limited partnership ("Williston"), purchased, and Comstock Resources, Inc., a Nevada corporation (the "Company"), issued and sold to Arkoma and Williston in the aggregate: (i) 50,000,000 shares of common stock, $0.50 par value per share ("Common Stock"), of the Company for total consideration of $300 million and (ii) 175,000 shares of Preferred Stock newly designated as Series B Redeemable Convertible Preferred Stock ("Series B Preferred Stock") for total consideration of $175 million, pursuant to the closing of the transactions contemplated by that certain Subscription Agreement, dated June 7, 2019, by and among the Company, Arkoma and Williston, which was entered into in connection with that certain Agreement and Plan of Merger, dated June 7, 2019, among the Company, Covey Park Energy, LLC,

F2: (continued from footnote 1) a Delaware limited liability company, New Covey Park Energy LLC, a Delaware limited liability company, and, solely for purposes of Section 5.14 thereof, Covey Park Energy Holdings LLC, a Delaware limited liability company.

F3: Includes 104,521,077 shares of Common Stock held by Arkoma and 34,050,352 shares of Common Stock held by Williston. Blue Star Exploration Company, a Texas limited liability company ("Blue Star"), is the sole general partner of each of Arkoma and Williston. Jerral W. Jones is a director and sole shareholder of Blue Star. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F4: Includes 132,003 shares of Series B Preferred Stock held by Arkoma and 42,997 shares of Series B Preferred Stock held by Williston. Blue Star is the sole general partner of each of Arkoma and Williston. Mr. Jones is a director and sole shareholder of Blue Star. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

F5: Each share of Series B Preferred Stock is convertible following July 16, 2020 into the number of shares of Common Stock equal to the quotient of (i) the sum of (A) the $1,000.00 per share plus (B) an amount equal to all accrued and unpaid dividends on such Series B Preferred stock to, and including, the date of conversion divided by (ii) $4.00 (unless otherwise adjusted pursuant to the terms of the Certificate of Designations of the Company, dated July 16, 2019). The Series B Preferred Stock have no expiration date.