SC 13D/A 1 tm2119160d1_sc13da.htm SCHEDULE 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Comstock Resources, Inc.
(Name of Issuer)

Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)

205768203
(CUSIP Number)

Covey Park Holdings LLC

185 Dartmouth Street, 7th Floor

Boston, MA 02116

Attn: Paul Winters

617-531-4960

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

June 3, 2021
(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/A, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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 ( the “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. 205768203

1	Name of Reporting Person Covey Park Holdings LLC
2	Check the Appropriate Box if a Member of a Group (a): ¨ (b): ¨
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check Box if Disclosure of Legal Proceedings 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 10,013,186
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 10,013,186
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,013,186
12	Check if the Aggregate Amount in Row (10) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 4.3% (1)
14	Type of Reporting Person OO

(1)

The percentage is calculated based upon 232,410,218 outstanding shares of Common Stock as of May 17, 2021, as reported on the Issuer’s Registration Statement on Form S-3 as filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021.

CUSIP NO. 205768203

1	Name of Reporting Person Stuart D. Porter
2	Check the Appropriate Box if a Member of a Group (a): ¨ (b): ¨
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨
6	Citizenship or Place of Organization United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 0
		8	Shared Voting Power 10,013,186 (1)
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 10,013,186 (1)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,013,186
12	Check if the Aggregate Amount in Row (10) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 4.3% (2)
14	Type of Reporting Person IN

(1)

Consists of 10,013,186 shares of Common Stock of the Issuer owned by Covey Park Holdings (see Item 2 below for details regarding Stuart Porter’s beneficial ownership of shares of Common Stock owned by Covey Park Holdings).

(2)

SCHEDULE 13D/A

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 25, 2019, as amended by Amendment No. 1 thereto, filed with the SEC on May 22, 2020, and as further amended by Amendment No. 2 thereto, filed with the SEC on August 28, 2020 (as amended, the “Schedule 13D”), and is being filed by the undersigned, with respect to the Common Stock of the Issuer. The principal executive offices of the Issuer are 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D. Except as amended and supplemented by this Amendment, the Schedule 13D remains unchanged.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following to the end of subsection (a) thereof:

Effective June 3, 2021, the Reporting Persons sold in a private transaction 9,000,000 shares of Common Stock for an aggregate price of approximately $51.2 million.

Item 5.

Interest in Securities of the Issuer.

Section (a) of Item 5 of the Schedule 13D is amended and restated as set forth below:

(a)

The information set forth in rows 11 and 13 of the cover pages of this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based upon 232,410,218 outstanding shares of Common Stock as of May 17, 2021, as reported on the Issuer’s Registration Statement on Form S-3 as filed with the SEC on May 17, 2021.

Section (e) of Item 5 of the Schedule 13D is amended and restated as set forth below:

(e)

The Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on June 3, 2021. This Amendment is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Signatures

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Date: June 8, 2021

	Reporting Persons:

	COVEY PARK HOLDINGS LLC

	/s/ Jordan Marye
	Name:	Jordan Marye
	Title:	Manager


	STUART D. PORTER

	/s/ Stuart D. Porter
	Stuart D. Porter