COMSTOCK RESOURCES INC — Major Shareholding Notification 2017

May 19, 2017

SC 13G 1 d354783dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Comstock Resources, Inc.

(Name of Issuer)

Common Stock, $.50 Par Value

(Title of Class of Securities)

205768302

(CUSIP Number)

January 24, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• 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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 205768302 13G Page 2 of 10 Pages

| 1 | NAMES OF
REPORTING PERSONS Knighthead Capital Management, LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,706,146*
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,706,146*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,146*
10	CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) <10.0%*
12	TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IA

• The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.

Page 2 of 10 Pages

CUSIP No. 205768302 13G Page 3 of 10 Pages

| 1 | NAMES OF
REPORTING PERSONS Thomas A. Wagner |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,706,146*
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,706,146*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,146*
10	CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) <10.0%*
12	TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN

• The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.

Page 3 of 10 Pages

CUSIP No. 205768302 13G Page 4 of 10 Pages

| 1 | NAMES OF
REPORTING PERSONS Ara D. Cohen |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,706,146*
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,706,146*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,146*
10	CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) <10.0%*
12	TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN

• The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.

Page 4 of 10 Pages

CUSIP No. 205768302 13G Page 5 of 10 Pages

| 1 | NAMES OF
REPORTING PERSONS Knighthead GP, LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,706,146*
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,706,146*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,146*
10	CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) <10.0%*
12	TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO

• The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.

Page 5 of 10 Pages

CUSIP No. 205768302 13G Page 6 of 10 Pages

| 1 | NAMES OF
REPORTING PERSONS Knighthead Master Fund, L.P. |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman
Islands |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,706,146*
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,706,146*

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,146*
10	CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) <10.0%*
12	TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) PN

• The Reporting Person holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.

Page 6 of 10 Pages

CUSIP No. 205768302 13G Page 7 of 10 Pages

Item 1(a).	Name of Issuer : Comstock Resources, Inc. (the “ Issuer ”)
Item 1(b).	Address of Issuer’s Principal Executive Offices :
	5300 Town and Country Blvd., Suite 500
	Frisco, Texas 75034
Item 2(a).	Name of Persons Filing :
	This Schedule 13G is being filed by:
	i. Knighthead Capital Management, LLC (the
“ Investment Manager ”).
	ii. Knighthead GP, LLC (the “ Fund
GP ”).
	iii. Knighthead Master Fund, L.P. (the “ Master
Fund ”).
	iv. Mr. Thomas A. Wagner and Mr. Ara D. Cohen
(collectively, the “Founders”) (the Founders, together with the Investment Manager, the Fund GP and the Master Fund, the “ Reporting Persons ”).
Item 2(b).	Address of Principal Business Office or, if None, Residence :
	1140 Avenue of the Americas, 12th Floor
	New York, NY 10036
Item 2(c).	Citizenship :
	Investment Manager:	Delaware
	Fund GP:	Delaware
	Master Fund:	Cayman Islands
	Founders:	United States of America
Item 2(d).	Title of Class of Securities : Common Stock, $.50 Par Value (“ Common Stock ”)
Item 2(e).	CUSIP Number : 205768302
Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a :
	Not applicable.
Item 4.	Ownership .
	The information set forth in rows 5 through 11 of the cover pages to this Schedule 13G is incorporated by reference. The percentage set forth in row 11 is based on 15,372,400 outstanding shares of Common Stock as of
May 8, 2017, as reported in the Issuer’s Form 10-Q filed on May 8, 2017, plus 1,706,146 shares of Common Stock issuable to the Holders (as defined below) upon conversion of the Convertible
Notes (as defined below), giving effect to the limitation disclosed below.

Page 7 of 10 Pages

CUSIP No. 205768302 13G Page 8 of 10 Pages

| | The Master Fund and certain other entities directly or indirectly advised by the Investment Manager (the “ Holders ”) directly hold the Issuer’s convertible notes (the “ Convertible Notes ”)
that are convertible into shares of Common Stock. However, pursuant to the indentures governing the Convertible Notes, a Holder cannot convert the Convertible Notes, without 61 days’ prior written notice, that would result in such Holder
beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of Common Stock upon conversion. |
| --- | --- |
| | The Fund GP serves as general partner to the Master Fund and may be deemed to beneficially own shares of Common Stock that are beneficially owned by the Master Fund. The Investment Manager serves as investment manager and/or
advisor to the Holders, including the Master Fund. The Founders, together, control the Investment Manager. The Investment Manager and the Founders may be deemed to indirectly beneficially own shares of Common Stock that are beneficially owned by the
Holders. |
| Item 5. | Ownership of Five Percent or Less of a Class . |
| | Not applicable. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person . |
| | The Holders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock (the “ Economic Interest ”) reported as beneficially owned by
the Investment Manager, the Fund GP and the Founders. The Economic Interest of the Master Fund exceeds five percent of the Common Stock. |
| Item 7. | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person . |
| | Not applicable. |
| Item 8. | Identification and Classification of Members of the Group . |
| | Not applicable. |
| Item 9. | Notice of Dissolution of Group . |
| | Not applicable. |
| Item 10. | Certification . |
| | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

Page 8 of 10 Pages

CUSIP No. 205768302 13G Page 9 of 10 Pages

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.

Dated: May 19, 2017

Knighthead Capital Management, LLC
By:	/s/ Thomas A. Wagner
Name:	Thomas A. Wagner
Title:	Managing Member
Knighthead GP, LLC
By:	/s/ Thomas A. Wagner
Name:	Thomas A. Wagner
Title:	Authorized Signatory
Knighthead Master Fund, L.P.
By:	Knighthead GP, LLC, its general partner
By:	/s/ Thomas A. Wagner
Name:	Thomas A. Wagner
Title:	Authorized Signatory
/s/ Thomas A. Wagner
Thomas A. Wagner
/s/ Ara D. Cohen
Ara D. Cohen

Page 9 of 10 Pages

CUSIP No. 205768302 13G Page 10 of 10 Pages

EXHIBIT 1

AGREEMENT OF JOINT FILING

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Dated: May 19, 2017
By:	/s/ Thomas A. Wagner
Name:	Thomas A. Wagner
Title:	Managing Member
Knighthead GP, LLC
By:	/s/ Thomas A. Wagner
Name:	Thomas A. Wagner
Title:	Authorized Signatory
Knighthead Master Fund, L.P.
By:	Knighthead GP, LLC, its general partner
By:	/s/ Thomas A. Wagner
Name:	Thomas A. Wagner
Title:	Authorized Signatory
/s/ Thomas A. Wagner
Thomas A. Wagner
/s/ Ara D. Cohen
Ara D. Cohen

Page 10 of 10 Pages