SBOW SilverBow Resources Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4¹)

SilverBow Resources Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

82836G102

(CUSIP Number)

Melissa Franzen

Riposte Capital LLC

888 Seventh Avenue, 4^th Floor

New York, NY 10106

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

November 28, 2023

(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 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(b) for other parties to whom copies are to be sent.

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).

SCHEDULE 13D

CUSIP No. 82836G102

SCHEDULE 13D

CUSIP No. 82836G102

SCHEDULE 13D

CUSIP No. 82836G102

SCHEDULE 13D

CUSIP No. 82836G102

Item 1. Security and Issuer

This Amendment No. 4 to Schedule 13D (this “Schedule 13D”), amends and supplements the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission on June 14, 2023 (the “Original Statement”), as amended on June 23, 2023, September 15, 2023 and September 27, 2023, as it relates to common shares of beneficial interest, par value $0.01 per share (the “Shares”), of SilverBow Resources, Inc. (the “Issuer”), a Delaware incorporated company. The address of the principal executive offices of the Issuer is 920 Memorial City Way, Suite 850, Houston, Texas 77204. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety as follows:

“(a) This Schedule 13D is jointly filed by and on behalf of each of Riposte Capital LLC, a Delaware limited liability company (“Riposte”), Riposte GP, LLC, a Delaware limited liability company (the “General Partner”), Riposte Global Opportunity Master Fund, LP, a Cayman Islands exempted limited partnership (the “Fund”) and Khaled Beydoun (collectively referred to herein as the “Reporting Persons”). The Reporting Persons are filing this Schedule 13D jointly, and the agreement among the Reporting Persons to file jointly is attached to the Original Statement as Exhibit A in Item 7 and reattached as Exhibit 99.1 hereto and incorporated herein by reference (the “Joint Filing Agreement”). The Fund is the record and direct beneficial owner of the securities covered by this statement. Riposte is the investment manager to the Fund. The General Partner is the general partner of the Fund. Mr. Beydoun is the managing member of Riposte and the General Partner.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

(b) The business address of each of the Reporting Persons is 888 Seventh Avenue, 4^th Floor, New York, NY, 10106.

(c) The principal business of the Fund is acquiring, holding and selling securities for investment purposes. The principal business of the General Partner is serving as the general partner of the Fund. The principal business of Riposte is serving as the investment manager to the Fund. The present principal occupation of Mr. Beydoun is serving as managing member of Riposte and the General Partner.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Riposte and the General Partner are organized under the laws of the state of Delaware. The Fund is organized under the laws of the Cayman Islands. Mr. Beydoun is a citizen of the United Kingdom and a US Permanent Resident.”

Item 3. Source and Amount of Funds or other Consideration

Item 3 is hereby amended and supplemented as follows:

“In open market purchases between October 2, 2023, and November 29, 2023, the Reporting Persons expended an aggregate of approximately
$7,656,833.82 (excluding commissions) to acquire 230,000 Shares of the Issuer in various open market transactions. The funds used for the purchase of Shares of the Issuer reported in this Schedule 13D were derived from general working capital of the Fund.”

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

“On November 30, 2023, the Reporting Persons sent a letter to the Issuer (the “November Letter”) reiterating concerns included in the letter sent to the Issuer by the Reporting Persons on June 13, 2023 (attached hereto as Exhibit 99.2). The November Letter described recent developments with respect to the Issuer’s acquisitions and the Reporting Persons’ resulting beliefs that the Issuer’s board of directors is pursuing a destructive strategy that is harmful to shareholders.

A copy of the November Letter is included in the press release issued with respect thereto, which is attached as Exhibit 99.4, and is incorporated herein by reference in its entirety.”

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any

other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

See Item 7 on the cover page(s) hereto.

See Item 8 on the cover page(s) hereto.

See Item 9 on the cover page(s) hereto.

See Item 10 on the cover page(s) hereto.

The Fund is the record and direct beneficial owner of the securities covered by this Schedule 13D. The Fund has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Shares owned by it.

Riposte is the investment manager of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by the Fund. The General Partner is the general partner of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by the Fund. Neither Riposte nor the General Partner owns any Shares directly and they each disclaim beneficial ownership of any Shares held by the Fund.

Mr. Beydoun is the managing member of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by, each of Riposte and the General Partner. Mr. Beydoun does not own any Shares directly and disclaims beneficial ownership of any securities beneficially owned by either Riposte or the General Partner.

As of the time of filing, no Reporting Person owns any Shares of the Issuer other than as set forth in this Item 5.

(c) Other than as set forth on Schedule A hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not Applicable.

(e) Not Applicable”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.”

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

Signature

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated: November 30, 2023

The statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

SCHEDULE A

This Schedule A sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person during the past sixty days. Unless otherwise indicated, all transactions were effectuated by Riposte Global Opportunity Master Fund, LP in the open market through a broker.

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D, including all amendments thereto. The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of June 2023.

EXHIBIT 99.4

RIPOSTE CAPITAL CALLS FOR NEW, INDEPENDENT DIRECTORS

AT SILVERBOW RESOURCES

Current Board has proven itself incapable of being credible stewards of capital

or proper corporate governance

SilverBow trades at a 50% discount to peers & continues to pursue dilutive transactions, while

maintaining the industry’s only poison pill

NEW YORK, November 30, 2023 – Riposte Capital LLC, one of the largest shareholders of SilverBow Resources, Inc. (NYSE: SBOW), owning approximately 6.7% of the Company’s outstanding common stock (directly and through convertible swaps), today sent the following letter to SilverBow’s Board of Directors.

***

SilverBow Resources, Inc.

920 Memorial City Way, Suite 850

Houston, TX 77024

Attention: Board of Directors

Dear Sean and Members of the Board,

As significant and constructive shareholders of SilverBow Resources, Inc. (NYSE: SBOW), owning approximately 6.7% of the Company’s outstanding common stock, we recognize the material unrealized value in SilverBow’s assets across an important basin, and can no longer just hope that you will do better.

You have proven yourselves incapable of being credible stewards of capital or corporate governance. It is clear to us, and likely many others in the investment community, that you have no interest in enabling shareholders to exercise their right to participate in the strategic decision-making process. You also appear to have no intention of engaging in good faith discussions with potential suitors.

On June 14, 2023, as one of the largest shareholders in SilverBow, we called on you to take decisive and common sense actions to unlock shareholder value, positioning the Company for long term success. Regrettably, you chose a different path – one that has eroded hundreds of millions of dollars in shareholder capital, while further siloing and backing the Company into a corner.

You have continued to pursue a value destructive strategy, which has:

When we wrote to you in June, your stock price was languishing and meaningfully underperforming relevant indices and peers. SilverBow traded at a 40% discount to peers with a mere EV/EBITDA multiple of 1.9X. Five months later, as a result of your misguided strategic initiatives, you have increased SilverBow’s valuation discount to approximately 50% vs. the peer group. The sector multiple currently sits at 3X, whereas SilverBow sits at just 2X 2024 EV / EBITDA.

We specifically advised you to avoid dilutive acquisitions given your lack of scale, financial profile and modestly valued equity. However, a mere two months after our public letter you went ahead and made a $700mm “transformational” acquisition of Chesapeake’s South Texas position. Sean, in announcing the purchase you said, among other things, that “…this is a value-enhancing transaction for SilverBow shareholders.” Predictably, since the announcement on August 14, 2023, SilverBow’s share price has decreased by 23%.

Your “transformational” acquisition destroyed much of the value that had accrued to the Company following our open letter and a rise in commodity prices. Notably, because of your poor financial profile, you were compelled to issue fresh equity, 12% discounted to an already undervalued share price – an irresponsible tactic that was highly prejudicial to the interests of your shareholders, precisely what we foresaw and advised against in prior communications.

It has become clear that you have done everything within your power to deter potential acquirers of the Company in the midst of an ongoing wave of logical consolidation that is unfolding across your peer groups’ ecosystem. Why else would you maintain the dubious distinction of being the only public E&P company with a poison pill? The existence of this pill has been widely criticized by both investors and Institutional Shareholder Services, a leading proxy and corporate governance advisory firm.

In the face of your complete absence to either engage with us as a material shareholder, or to pursue a strategy that creates value for your investors, we have concluded that in order for the best interests of the Company to be served, the composition of your Board must be materially altered at the 2024 annual meeting of shareholders.

Three new and independent candidates must be nominated and elected by shareholders – the true owners of SilverBow. Riposte is keen to support or put forward such independent nominees.

About Riposte Capital

Riposte Capital is an SEC Registered Investment Advisor based in New York City. The equity strategy was launched in 2013 and is primarily focused on cyclical industries.

Riposte Contact:

Jeremy Goodman

Head of Business Development

+44 (0) 7788 567 913

jg@ripostecapital.com

Media Contact:

Ross Lovern

Kekst CNC

212.521.4800

ross.lovern@kekstcnc.com