SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 

PDC Energy, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

69327R101

(CUSIP Number)
 
Benjamin Dell
Kimmeridge Energy Management Company, LLC
412 West 15th Street - 11th Floor
New York, NY 10011
 
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

June 19, 2019

(Date of Event Which Requires Filing of This Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 5 Pages)

______________________________

* 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 disclosures provided in a prior cover page.

The information required on 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. 69327R101 SCHEDULE 13D/APage 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

Kimmeridge Energy Management Company, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY

4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,282,900

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,282,900

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,282,900

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.95%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 69327R101 SCHEDULE 13D/APage 3 of 5 Pages

 

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
   
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
  Kimmeridge used a total of approximately $108,640,923 to acquire the Shares reported as beneficially owned by Kimmeridge in this Schedule 13D.  The source of the funds used to acquire such Shares reported herein by Kimmeridge was the working capital of the Kimmeridge Funds.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentages of the Shares beneficially owned by the Reporting Persons.The percentages used in this Schedule 13D are calculated based upon 66,282,650 Shares outstanding as of April 22, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed by the Issuer with the Securities and Exchange Commission on May 5, 2019.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) Information regarding transactions in the Shares that have been effected by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D is set forth in Exhibit G which is attached hereto and is incorporated herein by reference.
   
(d) No person other than the Reporting Persons and the Kimmeridge Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares held by the Reporting Persons and the Kimmeridge Funds.  Kimmeridge Active Investments, LLC, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Shares.
   
(e) June 18, 2019.

 

 

CUSIP No. 69327R101 SCHEDULE 13D/APage 4 of 5 Pages

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS
   
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   

  

Exhibit G: Transactions in the Shares Since the Filing of Amendment No. 3 to the Schedule 13D

 

 

CUSIP No. 69327R101 SCHEDULE 13D/APage 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 19, 2019

 

  KIMMERIDGE ENERGY MANAGEMENT COMPANY, LLC

 

     
  By: /s/  Benjamin Dell
  Name: Benjamin Dell
  Title: Managing Member
     
     

 

 

   

 

Exhibit G

TRANSACTIONS IN THE SHARES SINCE THE FILING OF AMENDMENT NO. 3
BY THE REPORTING PERSONS

The following tables set forth all transactions in the Shares effected by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D. Except as noted below, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

 

Trade Date Shares Purchased (Sold) Price Per Share ($)
     
06/18/2019 (100,000) 34.06