| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vitesse Energy, Inc. [ VTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/13/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/13/2023 | J(1) | 25,913,891 | A | (1) | 25,914,891 | D(1)(2) | |||
| Common Stock | 01/13/2023 | J(3) | 696,304 | A | (3) | 26,611,195 | D(3) | |||
| Common Stock | 01/13/2023 | J(4) | 26,611,195 | D | (4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 25,913,891 shares of Vitesse Energy, Inc. (the "Issuer") common stock were acquired by Vitesse Energy Finance LLC in exchange for 450,000,000 Vitesse Energy, LLC common units in connection with the merger of Vitesse Energy, LLC into VE MergerSub LLC, a wholly owned subsidiary of the Issuer. Through a series of distributions following such merger, such shares of common stock of the Issuer became held directly by Jefferies Financial Group Inc. ("Jefferies"). |
| 2. 1,000 shares of common stock of the Issuer were previously reported as held indirectly by Jefferies. In connection with the distributions described in footnote 1, such shares became held directly by Jefferies. |
| 3. The 696,304 shares of common stock of the Issuer were acquired by Jefferies indirectly in exchange for 48,000,000 Vitesse Oil, LLC common units owned by certain indirect, partially owned subsidiaries of Jefferies in connection with the merger of Vitesse Oil, LLC into VO MergerSub LLC, a wholly owned subsidiary of the Issuer. Through a series of distributions following such merger, 696,304 shares of common stock of the Issuer became held directly by Jefferies. Such distributions included the distribution of some of the Issuer common stock held by Jefferies Capital Partners V L.P. and Jefferies SBI USA Fund L.P to their partners, of which Jefferies owns a portion of the limited partner interests of each such fund and a portion of the economic general partner interest of Jefferies Capital Partners V L.P., in accordance with their respective limited partnership agreements. |
| 4. This transaction relates to the spin-off of the Issuer from Jefferies effective January 13, 2023 (the "Spin-Off"). To effect the Spin-Off, all shares of common stock of the Issuer held by Jefferies were distributed, by way of a pro rata dividend, to holders of Jefferies common stock. As a result of the Spin-Off, Jefferies no longer beneficially owns any shares of common stock of the Issuer. |
| Remarks: |
| /s/ Michael J. Sharp, Executive Vice President and General Counsel, on behalf of Jefferies Financail Group Inc. | 01/17/2023 | |
| /s/ Michael J. Sharp, Executive Vice President, on behalf of Vitesse Energy Finance LLC | 01/17/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||