Reservoir Media Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 15:16

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Taylor Ryan P.
2. Issuer Name and Ticker or Trading Symbol
Reservoir Media, Inc. [RSVR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RESERVOIR MEDIA, INC., 200 VARICK STREET, SUITE 801
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
NEW YORK, NY 10014
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $0.0001 par value 11/08/2024 A(1) 555(2) A $9 13,131(3) D
Common stock, $0.0001 par value 179,389 I By Richmond Hill Capital Partners, LP(4)
Common stock, $0.0001 par value 418,576 I By Essex Equity Joint Invesment Vehicle, LLC(5)
Common stock, $0.0001 par value 13,638,620 I By ER Reservoir, LLC(6)(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Ryan P.
C/O RESERVOIR MEDIA, INC.
200 VARICK STREET, SUITE 801
NEW YORK, NY 10014
X

Signatures

/s/ James A. Heindlmeyer, as attorney-in-fact for Ryan P. Taylor 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents Deferred Stock Units ("DSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan"). Each DSU is the economic equivalent of one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The Reporting Person acquired these DSUs in connection with the Reporting Person's quarterly compensation for service as a non-employee director of the Issuer. The Reporting Person elected to receive payment of his quarterly compensation in DSUs in lieu of cash. This issuance of DSUs will be settled in shares of Common Stock on July 28, 2025 (the "Settlement Date"). The Reporting Person disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein.
(2) The number of DSUs received was calculated based on $9.00, which was the closing price of the Issuer's Common Stock on the date of grant.
(3) Represents 11,235 Restricted Stock Units ("RSUs") awarded under the Plan and 1,896 DSUs awarded in connection with the Reporting Person's compensation for service as a non-employee director of the Issuer. Due to his position as the manager of the general partner of a manager of ER Reservoir LLC (the "Fund"), Reporting Person has directed the Issuer to transfer shares issued upon settlement of the RSUs and DSUs into the account of the Fund on the applicable Settlement Date. The Reporting Person disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein.
(4) The amount of securities shown in this row is owned directly by Richmond Hill Capital Partners, LP ("RHCP"). The Reporting Person is the managing member of the general partner of RHCP and the manager of the general partner of Richmond Hill Investment Co., LP, the investment adviser to RHCP, and may be deemed to be a beneficial owner of the shares owned by RHCP. The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
(5) The amount of securities shown in this row is owned directly by Essex Equity Joint Investment Vehicle, LLC ("EEJIV"). The Reporting Person owns an equity interest in an entity that may be deemed to have a pecuniary interest in the shares owned by EEJIV and therefore may be deemed to be a beneficial owner of the shares owned by EEJIV. The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
(6) The amount of securities shown in this row is owned directly by the Fund. The Reporting Person is the manager of the general partner of a manager of the Fund and may be deemed to be a beneficial owner of the shares owned by the Fund. The amount of securities shown in this row also reflects a transfer of a total of 45,827 shares of Common Stock received upon the settlement of previously issued RSUs and DSUs that the Reporting Person directed to be transferred to the account of the Fund due to his position as the manager of the general partner of a manager of the Fund.
(7) (Cont'd from FN 6) The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of his pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 of the Exchange Act, or for any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.