COMSTOCK RESOURCES INC — Major Shareholding Notification 2019

Feb 12, 2019

SC 13G/A 1 d642854dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Comstock Resources, Inc.

(Name of Issuer)

Common Stock, $.50 Par Value

(Title of Class of Securities)

205768302

(CUSIP Number)

December 31, 2018

(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)

CUSIP No. 205768302 13G/A

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpaw Asset
Management LP |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (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 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING
PERSON* IA, PN

• SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 205768302 13G/A

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Southpaw Holdings
LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (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 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING
PERSON* HC, OO

• SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 205768302 13G/A

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Kevin
Wyman |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING
PERSON* HC, IN

• SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 205768302 13G/A

| 1 | NAME OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Howard
Golden |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING
PERSON* HC, IN

• SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13G/A

This Amendment No. 1 (this “ Amendment ”) to the Schedule 13G (the “ Schedule 13G ”) relates to shares of Common Stock, $.50 Par Value (“ Common Stock ”), of Comstock Resources, Inc. (the “ Issuer ”), and is being filed on behalf of (i) Southpaw Asset Management LP (“ Southpaw Management ”), a Delaware limited partnership, as the investment manager to a certain private fund (the “ Fund ”), (ii) Southpaw Holdings LLC (“ Southpaw Holdings ”), a Delaware limited liability company, as the general partner of Southpaw Management, (iii) Kevin Wyman, a principal of Southpaw Holdings, and (iv) Howard Golden, a principal of Southpaw Holdings (collectively, the “ Reporting Persons ”). This Amendment is being filed to report that the Reporting Persons no longer own shares of Common Stock of the Issuer and amends and restates the Schedule 13G as follows.

Items 4 of the Schedule 13G is amended and restated in its entirety as follows:

Item 4 Ownership.

The Reporting Persons own 0 shares of Common Stock of the Issuer.

Items 5 of the Schedule 13G is amended and restated in its entirety as follows:

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☒.

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were 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.

SIGNATURE

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.

Date: February 12, 2019

Southpaw Asset Management LP
By: Southpaw Holdings LLC, its general partner
By:	/s/ Howard Golden
Name:	Howard Golden
Title:	Managing Member
Southpaw Holdings LLC
By:	/s/ Howard Golden
Name:	Howard Golden
Title:	Managing Member
/s/ Kevin Wyman
Kevin Wyman
/s/ Howard Golden
Howard Golden