Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-38158   82-0820780

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)


510 Madison Avenue, 8th Floor, New York, NY   10022
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 506-5925


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share   FLMN   Nasdaq Capital Market
Warrants, each to purchase one share of Class A Common Stock   FLMNW   Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2020, the Board of Directors (the “Board”) of Falcon Minerals Corporation (the “Company”) elevated the Company’s VP of Operations, Michael J. Downs, to the position of Chief Operating Officer.

Mr. Downs, age 42, has been the Company’s VP of Operations since October 2018, where he oversees the company’s royalty production, land administration, reservoir engineering and ongoing minerals acquisition efforts. He previously served as VP Operations at Titan Energy, LLC and its predecessors, oil and gas exploration and production companies, from April 2014 until September 2018, where he managed Titan’s Eagle Ford position and integrated over $2.2 billion of acquisitions into the company. From July 2011 until March 2014, Mr. Downs was Director, Strategic operations for Atlas Energy, LP. Prior to this, Mr. Downs was JV Coordinator for Atlas, responsible for managing a $1.7 billion joint venture in the Marcellus Shale between Atlas Energy, Inc and Reliance Industries of India. Mr. Downs graduated from Drexel University with a Bachelor of Science in Business Administration, Accounting.

There are no family relationships between Mr. Downs and any of the Company’s directors or executive officers. There are no related party transactions involving Mr. Downs that are reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure

On February 18, 2020, the Company issued a press release in connection with the foregoing, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Information furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.    Description
99.1    Press Release issued on February 18, 2020


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: February 20, 2020  



/s/ Jeffrey F. Brotman

  Name:   Jeffrey F. Brotman
  Title:   Chief Legal Officer and Secretary

Exhibit 99.1




NEW YORK, NY – February 18, 2020 Falcon Minerals Corporation (“Falcon,” or the “Company,” “we,” “our,”) (NASDAQ: FLMN, FLMNW), a leading oil and gas minerals company, today announced that the Company has appointed Michael J. Downs, it’s Vice President of Operations since October 2018, as its Chief Operating Officer.

Daniel C. Herz, President and Chief Executive Officer of Falcon, stated, “Mike has been an integral part of the Company since he joined in 2018. Mike’s leadership has been instrumental in building Falcon from the ground up and he is widely respected by our employees, operators, and shareholders. I am confident that Mike, in his new role, will help to further drive Falcon towards excellence in every area of the business. I want to congratulate Mike on his well-deserved promotion.”

About Falcon Minerals

Falcon Minerals Corporation (NASDAQ: FLMN, FLMNW) is a C-Corporation formed to own and acquire high growth oil-weighted minerals rights. Falcon Minerals owns mineral, royalty, and over-riding royalty interests covering approximately 256,000 gross unit acres in the Eagle Ford Shale and Austin Chalk in Karnes, DeWitt and Gonzales Counties in Texas. The Company also owns approximately 68,000 gross unit acres in the Marcellus Shale across Pennsylvania, Ohio and West Virginia. For more information, visit our website at

Falcon Minerals Contact:

Bryan C. Gunderson

Chief Financial Officer