COMSTOCK RESOURCES INC — Director's Dealing 2020

May 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMSTOCK RESOURCES INC (CRK)
CIK: 0000023194
Period of Report: 2020-05-19

Reporting Person: Porter Stuart D (Director, 10% Owner)
Reporting Person: Covey Park Holdings LLC (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-19	Series A Redeemable Convertible Preferred Stock	$4	D	210000	Disposed		Common Stock (52522686)	Indirect

Footnotes

F1: The Issuer, pursuant to that certain Certificate of Designations of Series A Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock (as filed as an exhibit to the Issuer's Current Report on Form 8-K filed dated July 15, 2019), has elected to cause all of the shares of the Series A Convertible Preferred Stock to be redeemed for cash.

F2: The Series A Redeemable Convertible Preferred Stock is convertible at any time following the 12-month anniversary of the initial issue date, at the holder's election, and has no expiration date.

F3: The redemption price of the Series A Redeemable Convertible Preferred Stock means, as of the date of redemption, 5/19/2020, (A) $1,013.61 per Share of the Series A Redeemable Convertible Preferred Stock plus (B) an amount equal to all accrued dividends on such share of Series A Redeemable Convertible Preferred Stock to, and including, the date of such redemption.

F4: These shares are owned directly by Covey Park Holdings LLC ("Holdings"). Holdings is managed by a board of managers, a majority of which is appointed by Covey Park Investment Holdings LLC ("Investment Holdings"). Any actions taken by Investment Holdings must be unanimously approved by its members, DCPF VI Oil and Gas Coinvestment Fund LP ("Co-Invest"), Denham Commodity Partners Fund VI LP ("Fund VI") and Covey Park VI-A Intermediate LP ("Intermediate"). Co-Invest is managed by its general partner, DCPF VI GP O&G LP ("DCPF GP LP"), which is managed by its general partner, DCPF VI GP O&G LLC ("DCPF GP LLC"). Each of Fund VI and Intermediate is managed by its general partner, Denham Commodity Partners GP VI LP ("GP VI LP"), which is managed by its general partner, Denham GP VI LLC ("GP VI LLC"). Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter.

F5: Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.

F6: Each of GP VI LLC and DCPF GP LLC is controlled by Stuart D. Porter. Accordingly, each of Investment Holdings, Co-Invest, Fund VI, DCPF GP LP, GP VI LP, GP VI LLC, DCPF GP LLC and Stuart D. Porter may be deemed to be the beneficial owner of these shares; however, each disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.