Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| ChargePoint Holdings, Inc.CHPT · Entity 6581 | 10% owner · See Remarks | September 20, 2023 | September 22, 2023 |
| EQT RE, LLCRICE · Entity 162728 | 10% owner | October 19, 2016 | October 31, 2016 |
| INFINITY NATURAL RESOURCES, INC.INR · Entity 5987 | 10% owner | February 23, 2026 | March 19, 2026 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
ChargePoint Holdings, Inc.
Report date September 20, 2023 · Filed September 22, 2023
Jointly reported with Q-GRG VII (CP) Investment Partners, LLC, QEM VII, LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 26,607,128 |
Reported balance
After 2023-09-20 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2023-09-20 · Purchase · Acquired 1,850,000 · Balance 26,607,128 F1: The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $5.39 to $5.40, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4. F2: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3] F3: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities. |
| Common StockSEC Table I · non-derivative | IndirectSee footnote | 57,180 |
Reported balance
Holding disclosure · report date 2023-09-20 · row 2
Holding and transaction disclosures are not merged.
1 source rowRow 2 · Balance 57,180 F4: Represents Restricted Stock Units granted to Jeffrey Harris, an affiliated director of Q-GRG, who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. |
Filing footnotes · ownership attribution and instrument terms
F1: The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $5.39 to $5.40, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4.
F2: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3]
F3: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities.
F4: Represents Restricted Stock Units granted to Jeffrey Harris, an affiliated director of Q-GRG, who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG.
EQT RE, LLC
Report date October 19, 2016 · Filed October 31, 2016
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Preferred StockSEC Table I · non-derivative | IndirectSee footnotes | 24,238.004 |
Reported balance
Holding disclosure · report date 2016-10-19 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 24,238.004 F1: Each 1/1000th of a share of Class A Preferred Stock ("Class A Preferred Stock") of Rice Energy Inc. ("Rice") entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A Preferred Stock are entitled to receive, after payment or provision for debts and liabilities and prior to any distribution in respect of shares of common stock ("Common Stock") of Rice or any other junior securities, liquidating distributions in an amount equal to $0.01 per share of Class A Preferred Stock in the event of any voluntary or involuntary liquidation, dissolution or winding up of Rice's affairs. F2: Quantum Energy Partners IV, LP ("QEP IV") is the record holder of 6,660,444 common units (the "Common Units") of Rice Energy Operating LLC ("REO") that are redeemable for shares Common Stock of Rice as described in Footnote 6 below. Quantum Energy Management IV, LLC ("QEM IV LLC") is the sole general partner of Quantum Energy Management IV, LP, which is the sole general partner of QEP IV. Any decision taken by QEP IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEP IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEP IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F3: Q-Vantage Parallel Partners ("Q-Vantage") is the record holder of 438,801 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of Q-Vantage. Any decision taken by Q-Vantage to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Vantage has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Vantage and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F4: QEM IV Direct Investment Partners ("QEM IV") is the record holder of 289,434 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of QEM IV. Any decision taken by QEM IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEM IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F5: Quantum V Investment Partners ("Quantum V") is the record holder of 16,849,325 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM V, LLC ("QEM V LLC") is the sole managing partner of Quantum V. Any decision taken by Quantum V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Quantum V has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Quantum V and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. |
| Rice Energy Operating LLC Common UnitsSEC Table II · derivative / convertible security | IndirectSee footnotes | Not disclosed |
Reported balance
Holding disclosure · report date 2016-10-19 · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · Balance Not disclosed F6: The Common Units of REO are redeemable (together with 1/1000th of a share of Class A Preferred Stock) at any time and from time to time for an equal number of shares of Common Stock of Rice or, at the election of REO, a cash payment equal to the volume-weighted average closing price of one share of Common Stock for the five trading days prior to and including the last full trading day immediately prior to the date that a member delivers a notice of redemption. Upon the exercise of the redemption right, Rice may, at its option, effect a direct exchange of the Common Units (and the corresponding shares of Class A Preferred Stock (or fractions thereof)) from the redeeming member of REO. The Common Units have no expiration date. F2: Quantum Energy Partners IV, LP ("QEP IV") is the record holder of 6,660,444 common units (the "Common Units") of Rice Energy Operating LLC ("REO") that are redeemable for shares Common Stock of Rice as described in Footnote 6 below. Quantum Energy Management IV, LLC ("QEM IV LLC") is the sole general partner of Quantum Energy Management IV, LP, which is the sole general partner of QEP IV. Any decision taken by QEP IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEP IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEP IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F3: Q-Vantage Parallel Partners ("Q-Vantage") is the record holder of 438,801 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of Q-Vantage. Any decision taken by Q-Vantage to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Vantage has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Vantage and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F4: QEM IV Direct Investment Partners ("QEM IV") is the record holder of 289,434 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of QEM IV. Any decision taken by QEM IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEM IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F5: Quantum V Investment Partners ("Quantum V") is the record holder of 16,849,325 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM V, LLC ("QEM V LLC") is the sole managing partner of Quantum V. Any decision taken by Quantum V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Quantum V has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Quantum V and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. |
Filing footnotes · ownership attribution and instrument terms
F1: Each 1/1000th of a share of Class A Preferred Stock ("Class A Preferred Stock") of Rice Energy Inc. ("Rice") entitles its holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A Preferred Stock are entitled to receive, after payment or provision for debts and liabilities and prior to any distribution in respect of shares of common stock ("Common Stock") of Rice or any other junior securities, liquidating distributions in an amount equal to $0.01 per share of Class A Preferred Stock in the event of any voluntary or involuntary liquidation, dissolution or winding up of Rice's affairs.
F2: Quantum Energy Partners IV, LP ("QEP IV") is the record holder of 6,660,444 common units (the "Common Units") of Rice Energy Operating LLC ("REO") that are redeemable for shares Common Stock of Rice as described in Footnote 6 below. Quantum Energy Management IV, LLC ("QEM IV LLC") is the sole general partner of Quantum Energy Management IV, LP, which is the sole general partner of QEP IV. Any decision taken by QEP IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEP IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEP IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
F3: Q-Vantage Parallel Partners ("Q-Vantage") is the record holder of 438,801 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of Q-Vantage. Any decision taken by Q-Vantage to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Vantage has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Vantage and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
F4: QEM IV Direct Investment Partners ("QEM IV") is the record holder of 289,434 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM IV LLC is the sole general partner of Quantum Energy Management IV, LP, which is the sole managing partner of QEM IV. Any decision taken by QEM IV to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by QEM IV has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM IV and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
F5: Quantum V Investment Partners ("Quantum V") is the record holder of 16,849,325 Common Units of REO that are redeemable for shares of Common Stock of Rice as described in Footnote 6 below. QEM V, LLC ("QEM V LLC") is the sole managing partner of Quantum V. Any decision taken by Quantum V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Quantum V has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr.. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Quantum V and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
F6: The Common Units of REO are redeemable (together with 1/1000th of a share of Class A Preferred Stock) at any time and from time to time for an equal number of shares of Common Stock of Rice or, at the election of REO, a cash payment equal to the volume-weighted average closing price of one share of Common Stock for the five trading days prior to and including the last full trading day immediately prior to the date that a member delivers a notice of redemption. Upon the exercise of the redemption right, Rice may, at its option, effect a direct exchange of the Common Units (and the corresponding shares of Class A Preferred Stock (or fractions thereof)) from the redeeming member of REO. The Common Units have no expiration date.
INFINITY NATURAL RESOURCES, INC.
Report date February 23, 2026 · Filed March 19, 2026
Jointly reported with INR (II) Investments, LLC, Quantum Capital Solutions II GP, LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | IndirectSee footnote | 12,856,475 |
Reported balance
Holding disclosure · report date 2026-02-23 · row 1
Holding and transaction disclosures are not merged.
1 source rowRow 1 · Balance 12,856,475 F1: On February 23, 2026, INR (II) Investments, LLC completed its acquisition of 275,000 shares of Series A Convertible Preferred Stock of the Issuer. Shares of the Series A Preferred Stock are convertible into shares of Class A Common Stock of the Issuer at a conversion price equal to $21.39 per share subject to certain customary adjustments. F2: As of the date of this Form 3, INR (II) Investments, LLC directly holds the 275,000 shares of Series A Convertible Preferred Stock reported hereby. Quantum Capital Solutions II GP, LLC ("QCS II GP") is the manager of INR (II) Investments, LLC and therefore may be deemed to share voting and dispositive power over the securities held by INR (II) Investments, LLC and may also be deemed to be the beneficial owner of such securities. Any decision taken by QCS II GP to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by INR (II) Investments, LLC must be approved by a majority of the members of QCS II GP's investment committee and such majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QCS II GP and may also be deemed to be the beneficial owner of such securities. F3: (Continued from footnote 2) Each of QCS II GP and Mr. VanLoh disclaim beneficial ownership of the securities reported herein in excess of their respective pecuniary interests in such securities. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $21.39 | Direct | Not disclosed |
Reported balance
Holding disclosure · report date 2026-02-23 · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · Balance Not disclosed F1: On February 23, 2026, INR (II) Investments, LLC completed its acquisition of 275,000 shares of Series A Convertible Preferred Stock of the Issuer. Shares of the Series A Preferred Stock are convertible into shares of Class A Common Stock of the Issuer at a conversion price equal to $21.39 per share subject to certain customary adjustments. F2: As of the date of this Form 3, INR (II) Investments, LLC directly holds the 275,000 shares of Series A Convertible Preferred Stock reported hereby. Quantum Capital Solutions II GP, LLC ("QCS II GP") is the manager of INR (II) Investments, LLC and therefore may be deemed to share voting and dispositive power over the securities held by INR (II) Investments, LLC and may also be deemed to be the beneficial owner of such securities. Any decision taken by QCS II GP to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by INR (II) Investments, LLC must be approved by a majority of the members of QCS II GP's investment committee and such majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QCS II GP and may also be deemed to be the beneficial owner of such securities. F3: (Continued from footnote 2) Each of QCS II GP and Mr. VanLoh disclaim beneficial ownership of the securities reported herein in excess of their respective pecuniary interests in such securities. |
Filing footnotes · ownership attribution and instrument terms
F1: On February 23, 2026, INR (II) Investments, LLC completed its acquisition of 275,000 shares of Series A Convertible Preferred Stock of the Issuer. Shares of the Series A Preferred Stock are convertible into shares of Class A Common Stock of the Issuer at a conversion price equal to $21.39 per share subject to certain customary adjustments.
F2: As of the date of this Form 3, INR (II) Investments, LLC directly holds the 275,000 shares of Series A Convertible Preferred Stock reported hereby. Quantum Capital Solutions II GP, LLC ("QCS II GP") is the manager of INR (II) Investments, LLC and therefore may be deemed to share voting and dispositive power over the securities held by INR (II) Investments, LLC and may also be deemed to be the beneficial owner of such securities. Any decision taken by QCS II GP to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by INR (II) Investments, LLC must be approved by a majority of the members of QCS II GP's investment committee and such majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QCS II GP and may also be deemed to be the beneficial owner of such securities.
F3: (Continued from footnote 2) Each of QCS II GP and Mr. VanLoh disclaim beneficial ownership of the securities reported herein in excess of their respective pecuniary interests in such securities.
Past disclosures · reporting ended (4)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
EQT Corp
Report date September 14, 2023 · Filed September 15, 2023
Jointly reported with QEM VI, LLC, Q-TH Appalachia (VI) Investment Partners, LLC, Q-XcL Holdings I (VI) Investment Partners, LLC
Section 16 reporting ended · disclosed 2023-09-15. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee Footnote | 23,946,108 |
Reported balance
After 2023-09-14 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2023-09-14 · Sale · Disposed 20,000,000 · Balance 23,946,108 F1: This Form 4 is being jointly filed by S. Wil VanLoh, Jr., QEM VI, LLC ("QEM VI"), Q-TH Appalachia (VI) Investment Partners, LLC ("Q-TH"), and Q-XcL Holdings I (VI) Investment Partners, LLC ("Q-XcL"). As of the date of this Form 4, Q-TH directly holds 18,056,451 shares of EQT Corporation's (the "Issuer") common stock, no par value (the "Common Stock") and Q-XcL directly holds 5,889,657 shares of Common Stock. QEM VI is the managing member of each of Q-XcL and Q-TH. Therefore, QEM VI may be deemed to share voting and dispositive power over the securities held by Q-XcL and Q-TH and may also be deemed to be the beneficial owner of such securities. QEM VI disclaims beneficial ownership of such securities, including in the Common Stock reported herein, in excess of its pecuniary interest in the securities. F2: (Continued from footnote 2) Any decision taken by QEM VI to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by each of Q-XcL and Q-TH must respectively be approved by a majority of the members of QEM VI's investment committee, and such majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM VI and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of the Common Stock held by Q-XcL and Q-TH in excess of his pecuniary interest in such Common Stock. Pursuant to that certain Voting Trustee Agreement (the "Voting Trustee Agreement"), dated as of August 24, 2023 (the "Assignment Date"), by and among Q-TH, Q-XcL, U.S. Bank Trust Company, National Association F3: (Continued footnote 3) (the "Voting Trustee"), and, for the limited purposes set forth therein, the Issuer, each of Q-XcL and Q-TH assigned any and all of its respective voting power with respect to the Common Stock reported herein to the Voting Trustee. Pursuant to the Voting Trustee Agreement, as of the Assignment Date and until the date on which the Voting Trustee Agreement is terminated pursuant to its terms, none of Mr. VanLoh, QEM VI, Q-XcL or Q-TH hold or will hold or share or will share any voting power with respect to any of the Common Stock reported in this Form 4. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is being jointly filed by S. Wil VanLoh, Jr., QEM VI, LLC ("QEM VI"), Q-TH Appalachia (VI) Investment Partners, LLC ("Q-TH"), and Q-XcL Holdings I (VI) Investment Partners, LLC ("Q-XcL"). As of the date of this Form 4, Q-TH directly holds 18,056,451 shares of EQT Corporation's (the "Issuer") common stock, no par value (the "Common Stock") and Q-XcL directly holds 5,889,657 shares of Common Stock. QEM VI is the managing member of each of Q-XcL and Q-TH. Therefore, QEM VI may be deemed to share voting and dispositive power over the securities held by Q-XcL and Q-TH and may also be deemed to be the beneficial owner of such securities. QEM VI disclaims beneficial ownership of such securities, including in the Common Stock reported herein, in excess of its pecuniary interest in the securities.
F2: (Continued from footnote 2) Any decision taken by QEM VI to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by each of Q-XcL and Q-TH must respectively be approved by a majority of the members of QEM VI's investment committee, and such majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM VI and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of the Common Stock held by Q-XcL and Q-TH in excess of his pecuniary interest in such Common Stock. Pursuant to that certain Voting Trustee Agreement (the "Voting Trustee Agreement"), dated as of August 24, 2023 (the "Assignment Date"), by and among Q-TH, Q-XcL, U.S. Bank Trust Company, National Association
F3: (Continued footnote 3) (the "Voting Trustee"), and, for the limited purposes set forth therein, the Issuer, each of Q-XcL and Q-TH assigned any and all of its respective voting power with respect to the Common Stock reported herein to the Voting Trustee. Pursuant to the Voting Trustee Agreement, as of the Assignment Date and until the date on which the Voting Trustee Agreement is terminated pursuant to its terms, none of Mr. VanLoh, QEM VI, Q-XcL or Q-TH hold or will hold or share or will share any voting power with respect to any of the Common Stock reported in this Form 4.
GULFPORT ENERGY CORP
Report date May 19, 2017 · Filed May 23, 2017
Jointly reported with Vitruvian II Woodford, LLC, Vitruvian Exploration II Holdings, LLC, Vitruvian Exploration II, LLC, Q-VEX II, LP, QEM V LLC
Section 16 reporting ended · disclosed 2017-05-23. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | Direct | 18,133,872 |
Reported balance
After 2017-05-19 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2017-05-19 · Other · Disposed 4,465,380 · Balance 18,133,872 F1: On May 19, 2017, pursuant to (i) the Agency and Redemption Agreement, dated as of May 18, 2017 (the "Agency Agreement"), by and among Vitruvian II Woodford, LLC, a Delaware limited liability company ( "Vitruvian"), and LG WF L.P., a Delaware limited partnership and a member of Vitruvian ("LG"), and (ii) the limited liability company agreement of Vitruvian, as amended (the "LLC Agreement"), 4,465,380 shares of common stock, par value $0.01 (the "Common Stock"), of Gulfport Energy Corporation, a Delaware corporation (the "Issuer"), were distributed to LG in redemption of certain of LG's capital interests in Vitruvian. In addition, as partial consideration for such redemption and pursuant to the Agency Agreement, LG became entitled to receive up to 1,252,865 shares of Common Stock held in a separate escrow account pursuant to the terms and conditions of the Purchase and Sale Agreement by and among the Issuer, Vitruvian and a subsidiary of the Issuer (the "Purchase Agreement"), F2: (Continued from Footnote 1) as such shares of Common Stock are released from the escrow account pursuant to the Purchase Agreement. Following these transactions, Vitruvian may be deemed to be the beneficial owner of 18,133,872 shares of Common Stock (the "Vitruvian Shares"). F3: Vitruvian is managed by its board of directors (the "Board"). QEM V, LLC ("QEM") is the sole general partner of Q-VEX II, LP ("Q-VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II, LLC ("VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II Holdings, LLC ("VEX Holdings"), which holds a majority of the capital interests of Vitruvian and has the right to appoint a majority of the Board (such directors, the "VEX Holdings Directors"). Certain actions of Vitruvian, including certain dispositions, require the approval of the VEX Holdings Directors. QEM, Q-VEX, VEX and VEX Holdings each disclaim beneficial ownership of the Vitruvian Shares in excess of their respective pecuniary interest in the securities. F4: Any decision taken by QEM to vote, or to direct to vote, and to dispose, or to direct the disposition of, the Vitruvian Shares has to be approved by a majority of the members of the investment committee of QEM, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the Vitruvian Shares and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. |
Filing footnotes · ownership attribution and instrument terms
F1: On May 19, 2017, pursuant to (i) the Agency and Redemption Agreement, dated as of May 18, 2017 (the "Agency Agreement"), by and among Vitruvian II Woodford, LLC, a Delaware limited liability company ( "Vitruvian"), and LG WF L.P., a Delaware limited partnership and a member of Vitruvian ("LG"), and (ii) the limited liability company agreement of Vitruvian, as amended (the "LLC Agreement"), 4,465,380 shares of common stock, par value $0.01 (the "Common Stock"), of Gulfport Energy Corporation, a Delaware corporation (the "Issuer"), were distributed to LG in redemption of certain of LG's capital interests in Vitruvian. In addition, as partial consideration for such redemption and pursuant to the Agency Agreement, LG became entitled to receive up to 1,252,865 shares of Common Stock held in a separate escrow account pursuant to the terms and conditions of the Purchase and Sale Agreement by and among the Issuer, Vitruvian and a subsidiary of the Issuer (the "Purchase Agreement"),
F2: (Continued from Footnote 1) as such shares of Common Stock are released from the escrow account pursuant to the Purchase Agreement. Following these transactions, Vitruvian may be deemed to be the beneficial owner of 18,133,872 shares of Common Stock (the "Vitruvian Shares").
F3: Vitruvian is managed by its board of directors (the "Board"). QEM V, LLC ("QEM") is the sole general partner of Q-VEX II, LP ("Q-VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II, LLC ("VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II Holdings, LLC ("VEX Holdings"), which holds a majority of the capital interests of Vitruvian and has the right to appoint a majority of the Board (such directors, the "VEX Holdings Directors"). Certain actions of Vitruvian, including certain dispositions, require the approval of the VEX Holdings Directors. QEM, Q-VEX, VEX and VEX Holdings each disclaim beneficial ownership of the Vitruvian Shares in excess of their respective pecuniary interest in the securities.
F4: Any decision taken by QEM to vote, or to direct to vote, and to dispose, or to direct the disposition of, the Vitruvian Shares has to be approved by a majority of the members of the investment committee of QEM, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the Vitruvian Shares and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
Jagged Peak Energy Inc.
Report date January 10, 2020 · Filed January 15, 2020
Section 16 reporting ended · disclosed 2020-01-15. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee footnotes | 0 |
Reported balance
After 2020-01-10 transaction · row 1
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 1 · 2020-01-10 · Disposition to issuer · Disposed 146,337,026 · Balance 0 F1: On January 10, 2020, pursuant to the Agreement and Plan of Merger dated as of October 14, 2019 (the "Merger Agreement"), by and among Parsley Energy, Inc. ("Parsley"), Jackal Merger Sub, Inc. ("Merger Sub") and Jagged Peak Energy Inc. ("JAG"), Merger Sub merged with and into JAG (the "Merger"), with JAG surviving the Merger as a wholly-owned subsidiary of Parsley. Pursuant to the Merger Agreement, each share of JAG common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.447 shares of Parsley Class A common stock. F2: On January 9, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Parsley Class A common stock was $18.44. F3: QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"), which owns JAG common stock. QEM V LLC may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. F4: Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F5: In connection with the closing of JAG's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of JAG's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein. |
Filing footnotes · ownership attribution and instrument terms
F1: On January 10, 2020, pursuant to the Agreement and Plan of Merger dated as of October 14, 2019 (the "Merger Agreement"), by and among Parsley Energy, Inc. ("Parsley"), Jackal Merger Sub, Inc. ("Merger Sub") and Jagged Peak Energy Inc. ("JAG"), Merger Sub merged with and into JAG (the "Merger"), with JAG surviving the Merger as a wholly-owned subsidiary of Parsley. Pursuant to the Merger Agreement, each share of JAG common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.447 shares of Parsley Class A common stock.
F2: On January 9, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Parsley Class A common stock was $18.44.
F3: QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"), which owns JAG common stock. QEM V LLC may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities.
F4: Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities.
F5: In connection with the closing of JAG's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of JAG's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein.
Pioneer PE Holding LLC
Report date January 12, 2021 · Filed January 12, 2021
Section 16 reporting ended · disclosed 2021-01-12. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A common stockSEC Table I · non-derivative | Direct | 0 |
Reported balance
After 2021-01-12 transaction · row 1
Account or security details depend on footnotes; rows are not merged.
1 source rowRow 1 · 2021-01-12 · Disposition to issuer · Disposed 20,374 · Balance 0 F1: Restricted Stock Unit Award granted to Mr. VanLoh, in his capacity as a director of the Issuer, pursuant to the Issuer's 2014 Long Term Incentive Plan vested at the Effective Time. Excludes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak") on May 21, 2020. F4: This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2020 (the "Merger Agreement") entered into by Parsley Energy, Inc. (the "Issuer") with Pioneer Natural Resources Company (the "Parent"), Pearl First Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub Inc."), Pearl Second Merger Sub LLC, a wholly-owned subsidiary of Parent ("Merger Sub LLC"), Pearl Opco Merger Sub LLC, a wholly-owned subsidiary of the Parent ("Opco Merger Sub LLC"), and Parsley Energy, LLC ("Opco LLC"), providing for the merger of the Parent with and into the Issuer, with the Issuer surviving the merger as a direct wholly owned subsidiary of the Parent (the "First Merger" and the surviving entity, the "Surviving Corporation"); F5: [continued from footnote 4] (ii) simultaneously with the First Merger, Opco Merger Sub LLC merged with and into Parsley Energy, LLC, a majority-owned subsidiary of the Issuer ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of the Parent (the "Opco Merger"); and (iii) immediately following the First Merger and the Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of the Parent (together with the First Merger, the "Mergers"). F6: Pursuant to the Merger Agreement, (i) each eligible share of the Issuer's Class A common stock issued and outstanding immediately prior to the effective time of the First Merger (the "Effective Merger") was converted into the right to receive 0.1252 shares of the Parent's common stock; (ii) each outstanding time-based restricted stock unit award of the Issuer held by a non-employee director became vested and converted into the right to receive a number of shares of the Parent's common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of the Issuer's Class A common stock subject to such award as of immediately prior to the Effective Time and (b) 0.1252. F7: On January 11, 2021 (the day prior to the Mergers), the closing price of one share of the Parent's common stock was $131.42. As a result of the Mergers, Q-Jagged Peak and QEM V, LLC no longer beneficially owns any shares of the Issuer's Class A common stock. F2: Mr. VanLoh held these securities for the benefit of Q-Jagged Peak. Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
| Class A common stockSEC Table I · non-derivative | IndirectSee footnote | 0 |
Reported balance
After 2021-01-12 transaction · row 2
Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source rowRow 2 · 2021-01-12 · Disposition to issuer · Disposed 65,416,239 · Balance 0 F8: Includes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak on May 21, 2020. F4: This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2020 (the "Merger Agreement") entered into by Parsley Energy, Inc. (the "Issuer") with Pioneer Natural Resources Company (the "Parent"), Pearl First Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub Inc."), Pearl Second Merger Sub LLC, a wholly-owned subsidiary of Parent ("Merger Sub LLC"), Pearl Opco Merger Sub LLC, a wholly-owned subsidiary of the Parent ("Opco Merger Sub LLC"), and Parsley Energy, LLC ("Opco LLC"), providing for the merger of the Parent with and into the Issuer, with the Issuer surviving the merger as a direct wholly owned subsidiary of the Parent (the "First Merger" and the surviving entity, the "Surviving Corporation"); F5: [continued from footnote 4] (ii) simultaneously with the First Merger, Opco Merger Sub LLC merged with and into Parsley Energy, LLC, a majority-owned subsidiary of the Issuer ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of the Parent (the "Opco Merger"); and (iii) immediately following the First Merger and the Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of the Parent (together with the First Merger, the "Mergers"). F6: Pursuant to the Merger Agreement, (i) each eligible share of the Issuer's Class A common stock issued and outstanding immediately prior to the effective time of the First Merger (the "Effective Merger") was converted into the right to receive 0.1252 shares of the Parent's common stock; (ii) each outstanding time-based restricted stock unit award of the Issuer held by a non-employee director became vested and converted into the right to receive a number of shares of the Parent's common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of the Issuer's Class A common stock subject to such award as of immediately prior to the Effective Time and (b) 0.1252. F7: On January 11, 2021 (the day prior to the Mergers), the closing price of one share of the Parent's common stock was $131.42. As a result of the Mergers, Q-Jagged Peak and QEM V, LLC no longer beneficially owns any shares of the Issuer's Class A common stock. F3: These shares are held directly by Q-Jagged Peak. QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. |
Filing footnotes · ownership attribution and instrument terms
F1: Restricted Stock Unit Award granted to Mr. VanLoh, in his capacity as a director of the Issuer, pursuant to the Issuer's 2014 Long Term Incentive Plan vested at the Effective Time. Excludes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak") on May 21, 2020.
F2: Mr. VanLoh held these securities for the benefit of Q-Jagged Peak. Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F3: These shares are held directly by Q-Jagged Peak. QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein.
F4: This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2020 (the "Merger Agreement") entered into by Parsley Energy, Inc. (the "Issuer") with Pioneer Natural Resources Company (the "Parent"), Pearl First Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub Inc."), Pearl Second Merger Sub LLC, a wholly-owned subsidiary of Parent ("Merger Sub LLC"), Pearl Opco Merger Sub LLC, a wholly-owned subsidiary of the Parent ("Opco Merger Sub LLC"), and Parsley Energy, LLC ("Opco LLC"), providing for the merger of the Parent with and into the Issuer, with the Issuer surviving the merger as a direct wholly owned subsidiary of the Parent (the "First Merger" and the surviving entity, the "Surviving Corporation");
F5: [continued from footnote 4] (ii) simultaneously with the First Merger, Opco Merger Sub LLC merged with and into Parsley Energy, LLC, a majority-owned subsidiary of the Issuer ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of the Parent (the "Opco Merger"); and (iii) immediately following the First Merger and the Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of the Parent (together with the First Merger, the "Mergers").
F6: Pursuant to the Merger Agreement, (i) each eligible share of the Issuer's Class A common stock issued and outstanding immediately prior to the effective time of the First Merger (the "Effective Merger") was converted into the right to receive 0.1252 shares of the Parent's common stock; (ii) each outstanding time-based restricted stock unit award of the Issuer held by a non-employee director became vested and converted into the right to receive a number of shares of the Parent's common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of the Issuer's Class A common stock subject to such award as of immediately prior to the Effective Time and (b) 0.1252.
F7: On January 11, 2021 (the day prior to the Mergers), the closing price of one share of the Parent's common stock was $131.42. As a result of the Mergers, Q-Jagged Peak and QEM V, LLC no longer beneficially owns any shares of the Issuer's Class A common stock.
F8: Includes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak on May 21, 2020.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| September 20, 2023 Filed Sep 22, 2023 21:05 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | PurchaseCommon Stock | 1,850,000 | $5.40 | $9,990,000.00 |
DisclosureSEC source: 0000905148-23-000979 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 26,607,128 F1 · price: The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $5.39 to $5.40, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4. F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3] F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities. Read SEC document |
| September 14, 2023 Filed Sep 15, 2023 12:32 UTC | EQT Corp EQT · Entity 3112 | SaleCommon Stock | 20,000,000 | $41.40 | $828,000,000.00 |
DisclosureSEC source: 0000899243-23-019116 · doc4.xml · nonDerivative · entry 1 VANLOH S WIL JR · CIK 0001098463 · 10% owner QEM VI, LLC · CIK 0001990907 · 10% owner Q-TH Appalachia (VI) Investment Partners, LLC · CIK 0001989429 · 10% owner Q-XcL Holdings I (VI) Investment Partners, LLC · CIK 0001989645 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · See Footnote Disclosed balance after: 23,946,108 F1 · ownership.nature: This Form 4 is being jointly filed by S. Wil VanLoh, Jr., QEM VI, LLC ("QEM VI"), Q-TH Appalachia (VI) Investment Partners, LLC ("Q-TH"), and Q-XcL Holdings I (VI) Investment Partners, LLC ("Q-XcL"). As of the date of this Form 4, Q-TH directly holds 18,056,451 shares of EQT Corporation's (the "Issuer") common stock, no par value (the "Common Stock") and Q-XcL directly holds 5,889,657 shares of Common Stock. QEM VI is the managing member of each of Q-XcL and Q-TH. Therefore, QEM VI may be deemed to share voting and dispositive power over the securities held by Q-XcL and Q-TH and may also be deemed to be the beneficial owner of such securities. QEM VI disclaims beneficial ownership of such securities, including in the Common Stock reported herein, in excess of its pecuniary interest in the securities. F2 · ownership.nature: (Continued from footnote 2) Any decision taken by QEM VI to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by each of Q-XcL and Q-TH must respectively be approved by a majority of the members of QEM VI's investment committee, and such majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM VI and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of the Common Stock held by Q-XcL and Q-TH in excess of his pecuniary interest in such Common Stock. Pursuant to that certain Voting Trustee Agreement (the "Voting Trustee Agreement"), dated as of August 24, 2023 (the "Assignment Date"), by and among Q-TH, Q-XcL, U.S. Bank Trust Company, National Association F3 · ownership.nature: (Continued footnote 3) (the "Voting Trustee"), and, for the limited purposes set forth therein, the Issuer, each of Q-XcL and Q-TH assigned any and all of its respective voting power with respect to the Common Stock reported herein to the Voting Trustee. Pursuant to the Voting Trustee Agreement, as of the Assignment Date and until the date on which the Voting Trustee Agreement is terminated pursuant to its terms, none of Mr. VanLoh, QEM VI, Q-XcL or Q-TH hold or will hold or share or will share any voting power with respect to any of the Common Stock reported in this Form 4. Read SEC document |
| December 28, 2022 Filed Dec 29, 2022 23:15 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | PurchaseCommon Stock | 14,256 | $8.20 | $116,899.20 |
DisclosureSEC source: 0001140361-22-047465 · form4.xml · nonDerivative · entry 2 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 24,757,128 F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3] F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities. Read SEC document |
| December 27, 2022 Filed Dec 29, 2022 23:15 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | PurchaseCommon Stock | 1,422,121 | $8.29 | $11,782,272.49 |
DisclosureSEC source: 0001140361-22-047465 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 24,742,872 F1 · price: The price reported in Column 4 above reflects the weighted average purchase price. The transaction was executed in multiple trades in prices ranging from $8.14 to $8.50, inclusive. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the ranges set forth in footnote 1 of this Form 4. F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. [continues in footnote 3] F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Mr. VanLoh, Jr. may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh, Jr. disclaims beneficial ownership of such securities in excess of his pecuniary interests in the securities. Read SEC document |
| July 12, 2022 Filed Jul 14, 2022 21:05 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | GrantCommon Stock | 13,563 | $0.00 | $0.00 |
DisclosureSEC source: 0000905148-22-000469 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 35,255 F1 · shares: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. F2 · shares: These RSUs represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of July 12, 2022 or (ii) the date of the next annual meeting of stockholders, subject to Mr. Harris' continuous service with the issuer. F2 · balance_after: These RSUs represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of July 12, 2022 or (ii) the date of the next annual meeting of stockholders, subject to Mr. Harris' continuous service with the issuer. F1 · ownership.direct: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. F1 · ownership.nature: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. Read SEC document |
| July 22, 2021 Filed Jul 23, 2021 21:17 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | SaleCommon Stock | 422,615 | $23.50 | $9,931,452.50 |
DisclosureSEC source: 0000905148-21-000600 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,320,751 F1 · shares: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the issuer in connection with the underwriters' exercise of an option to purchase additional shares, which closed on July 22, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625. F1 · price: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the issuer in connection with the underwriters' exercise of an option to purchase additional shares, which closed on July 22, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625. F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG. Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. Read SEC document |
| July 19, 2021 Filed Jul 21, 2021 22:09 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | SaleCommon Stock | 2,720,000 | $23.50 | $63,920,000.00 |
DisclosureSEC source: 0000905148-21-000598 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,743,366 F1 · shares: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the Issuer, which closed on July 19, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625. F1 · price: These shares were sold by Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG") as a selling stockholder pursuant to a secondary public offering of common stock of the Issuer, which closed on July 19, 2021. The net price per share, after underwriting discounts and commissions, was $22.73625. F2 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG. Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. F3 · ownership.direct: [continued from footnote 2] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. Read SEC document |
| July 12, 2021 Filed Jul 14, 2021 22:00 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | GrantCommon Stock | 3,192 | $0.00 | $0.00 |
DisclosureSEC source: 0000905148-21-000587 · form4.xml · nonDerivative · entry 2 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 21,692 F1 · shares: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. F3 · shares: These RSUs represent a contingent right to receive one share of Common Stock for each RSU.. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of July 12, 2021 or (ii) the date of the next annual meeting of stockholders, subject to Mr. Harris' continuous service with the issuer through such date. F1 · ownership.direct: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. F1 · ownership.nature: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. Read SEC document |
| July 12, 2021 Filed Jul 14, 2021 22:00 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | GrantCommon Stock | 18,500 | $0.00 | $0.00 |
DisclosureSEC source: 0000905148-21-000587 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 18,500 F1 · shares: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. F2 · shares: These RSUs represent a contingent right to receive one share of Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in full on the earlier of (i) the one-year anniversary of February 26, 2021 or (ii) a change of control event, subject to Mr. Harris' continuous service with the issuer. F1 · ownership.direct: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. F1 · ownership.nature: Represents Restricted Stock Units ("RSUs") granted to Jeffrey Harris, an affiliated director of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"), who serves as a director on the Issuer's board of directors. Mr. Harris holds these securities for the benefit of Q-GRG. Read SEC document |
| July 01, 2021 Filed Jul 6, 2021 20:25 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | GrantCommon Stock | 1,129,511 | $0.00 | $0.00 |
DisclosureSEC source: 0000905148-21-000550 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 26,463,366 F1 · kind: Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting person became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger. F2 · kind: The first two Triggering Events occurred on an earlier date, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares were issued on March 19, 2021. The third Triggering Event occurred and, pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on July 1, 2021. The issuance of the shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3. F3 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. F4 · ownership.direct: [continued from footnote 3] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. Read SEC document |
| January 12, 2021 Filed Jan 12, 2021 22:32 UTC | Pioneer PE Holding LLC PE · Entity 143873 | Disposition to issuerClass A common stock | 65,416,239 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-21-000973 · form4.xml · nonDerivative · entry 2 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 0 F8 · shares: Includes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak on May 21, 2020. F4 · price: This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2020 (the "Merger Agreement") entered into by Parsley Energy, Inc. (the "Issuer") with Pioneer Natural Resources Company (the "Parent"), Pearl First Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub Inc."), Pearl Second Merger Sub LLC, a wholly-owned subsidiary of Parent ("Merger Sub LLC"), Pearl Opco Merger Sub LLC, a wholly-owned subsidiary of the Parent ("Opco Merger Sub LLC"), and Parsley Energy, LLC ("Opco LLC"), providing for the merger of the Parent with and into the Issuer, with the Issuer surviving the merger as a direct wholly owned subsidiary of the Parent (the "First Merger" and the surviving entity, the "Surviving Corporation"); F5 · price: [continued from footnote 4] (ii) simultaneously with the First Merger, Opco Merger Sub LLC merged with and into Parsley Energy, LLC, a majority-owned subsidiary of the Issuer ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of the Parent (the "Opco Merger"); and (iii) immediately following the First Merger and the Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of the Parent (together with the First Merger, the "Mergers"). F6 · price: Pursuant to the Merger Agreement, (i) each eligible share of the Issuer's Class A common stock issued and outstanding immediately prior to the effective time of the First Merger (the "Effective Merger") was converted into the right to receive 0.1252 shares of the Parent's common stock; (ii) each outstanding time-based restricted stock unit award of the Issuer held by a non-employee director became vested and converted into the right to receive a number of shares of the Parent's common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of the Issuer's Class A common stock subject to such award as of immediately prior to the Effective Time and (b) 0.1252. F7 · price: On January 11, 2021 (the day prior to the Mergers), the closing price of one share of the Parent's common stock was $131.42. As a result of the Mergers, Q-Jagged Peak and QEM V, LLC no longer beneficially owns any shares of the Issuer's Class A common stock. F3 · ownership.direct: These shares are held directly by Q-Jagged Peak. QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. F3 · ownership.nature: These shares are held directly by Q-Jagged Peak. QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. Read SEC document |
| January 12, 2021 Filed Jan 12, 2021 22:32 UTC | Pioneer PE Holding LLC PE · Entity 143873 | Disposition to issuerClass A common stock | 20,374 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001140361-21-000973 · form4.xml · nonDerivative · entry 1 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 F1 · shares: Restricted Stock Unit Award granted to Mr. VanLoh, in his capacity as a director of the Issuer, pursuant to the Issuer's 2014 Long Term Incentive Plan vested at the Effective Time. Excludes 3,589 shares previously directly held by Mr. VanLoh which were transferred to Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak") on May 21, 2020. F4 · price: This Form 4 reports securities disposed of upon effectiveness of the merger contemplated by the Agreement and Plan of Merger dated as of October 20, 2020 (the "Merger Agreement") entered into by Parsley Energy, Inc. (the "Issuer") with Pioneer Natural Resources Company (the "Parent"), Pearl First Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub Inc."), Pearl Second Merger Sub LLC, a wholly-owned subsidiary of Parent ("Merger Sub LLC"), Pearl Opco Merger Sub LLC, a wholly-owned subsidiary of the Parent ("Opco Merger Sub LLC"), and Parsley Energy, LLC ("Opco LLC"), providing for the merger of the Parent with and into the Issuer, with the Issuer surviving the merger as a direct wholly owned subsidiary of the Parent (the "First Merger" and the surviving entity, the "Surviving Corporation"); F5 · price: [continued from footnote 4] (ii) simultaneously with the First Merger, Opco Merger Sub LLC merged with and into Parsley Energy, LLC, a majority-owned subsidiary of the Issuer ("Parsley LLC"), with Parsley LLC surviving the merger as a direct and indirect wholly owned subsidiary of the Parent (the "Opco Merger"); and (iii) immediately following the First Merger and the Opco Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a direct wholly owned subsidiary of the Parent (together with the First Merger, the "Mergers"). F6 · price: Pursuant to the Merger Agreement, (i) each eligible share of the Issuer's Class A common stock issued and outstanding immediately prior to the effective time of the First Merger (the "Effective Merger") was converted into the right to receive 0.1252 shares of the Parent's common stock; (ii) each outstanding time-based restricted stock unit award of the Issuer held by a non-employee director became vested and converted into the right to receive a number of shares of the Parent's common stock, rounded up or down to the nearest whole share, equal to the product of (a) the number of shares of the Issuer's Class A common stock subject to such award as of immediately prior to the Effective Time and (b) 0.1252. F7 · price: On January 11, 2021 (the day prior to the Mergers), the closing price of one share of the Parent's common stock was $131.42. As a result of the Mergers, Q-Jagged Peak and QEM V, LLC no longer beneficially owns any shares of the Issuer's Class A common stock. F2 · ownership.direct: Mr. VanLoh held these securities for the benefit of Q-Jagged Peak. Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Read SEC document |
| May 21, 2020 Filed May 22, 2020 20:30 UTC | Pioneer PE Holding LLC PE · Entity 143873 | GrantClass A common stock | 20,374 | $0.00 | $0.00 |
DisclosureSEC source: 0001594466-20-000096 · wf-form4_159017940341047.xml · nonDerivative · entry 1 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 23,963 F1 · shares: Restricted Stock Unit Award pursuant to the Parsley Energy, Inc. 2014 Long Term Incentive Plan. The award vests in full on May 21, 2021. F2 · ownership.direct: Mr. VanLoh holds these securities for the benefit of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Read SEC document |
| March 19, 2020 Filed May 5, 2021 18:03 UTC | ChargePoint Holdings, Inc. CHPT · Entity 6581 | GrantCommon Stock | 2,259,022 | $0.00 | $0.00 |
DisclosureSEC source: 0000905148-21-000427 · form4.xml · nonDerivative · entry 1 Q-GRG VII (CP) Investment Partners, LLC · CIK 0001848413 · 10% owner · See Remarks QEM VII, LLC · CIK 0001848427 · 10% owner · See Remarks VANLOH S WIL JR · CIK 0001098463 · 10% owner · See Remarks Verma Dheeraj · CIK 0001694404 · 10% owner · See Remarks Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 25,333,855 F1 · kind: Pursuant to the terms of that certain Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (the "Business Combination Agreement"), among Switchback Energy Acquisition Corporation (since renamed "ChargePoint Holdings, Inc." and referred to herein as the "Issuer"), Lightning Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and ChargePoint, Inc., the Merger Sub merged with and into ChargePoint, Inc. (the "Merger"), the reporting person became entitled to receive shares of the Issuer's Common Stock (the "Earnout Shares") following each of three Triggering Events (as defined in the Business Combination Agreement) that occur within five years of the February 26, 2021 closing of the Merger. F2 · kind: The three "Triggering Events" are (i) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $15.00 for any ten trading days within any twenty consecutive trading day period; (ii) the date on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $20.00 for any ten trading days within any twenty consecutive trading day period; and (iii) the dates on which the volume-weighted average closing sale price of the Issuer's Common Stock is greater than or equal to $30.00 for any ten trading days within any twenty consecutive trading day period. In addition, Trigger Events may occur upon a Change of Control (as defined in the Business Combination Agreement). F3 · kind: The first two Triggering Events occurred on the same date, and pursuant to the terms of the Business Combination Agreement, the Earnout Shares reported on this Form 4 were issued on March 19, 2021. The issuance of the shares as merger consideration in the Merger transaction, including the receipt of the Earnout Shares reported on this Form 4, was exempt under Rule 16b-3. F4 · ownership.direct: QEM VII, LLC ("QEM VII") is the managing member of Q-GRG VII (CP) Investment Partners, LLC ("Q-GRG"). Therefore, QEM VII may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. QEM VII disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. F5 · ownership.direct: [continued from footnote 4] Any decision taken by QEM VII to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-GRG has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. and Dheeraj Verma. Therefore, Messrs. VanLoh, Jr. and Verma may be deemed to share voting and dispositive power over the securities held by Q-GRG and may also be deemed to be the beneficial owner of these securities. Messrs. VanLoh, Jr. and Verma disclaim beneficial ownership of such securities in excess of their pecuniary interests in the securities. Read SEC document |
| January 10, 2020 Filed Jan 15, 2020 01:13 UTC | Jagged Peak Energy Inc. JAG · Entity 152385 | Disposition to issuerCommon Stock | 146,337,026 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-20-004069 · a4.xml · nonDerivative · entry 1 VANLOH S WIL JR · CIK 0001098463 · Director 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 F1 · kind: On January 10, 2020, pursuant to the Agreement and Plan of Merger dated as of October 14, 2019 (the "Merger Agreement"), by and among Parsley Energy, Inc. ("Parsley"), Jackal Merger Sub, Inc. ("Merger Sub") and Jagged Peak Energy Inc. ("JAG"), Merger Sub merged with and into JAG (the "Merger"), with JAG surviving the Merger as a wholly-owned subsidiary of Parsley. Pursuant to the Merger Agreement, each share of JAG common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.447 shares of Parsley Class A common stock. F2 · price: On January 9, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Parsley Class A common stock was $18.44. F3 · ownership.nature: QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"), which owns JAG common stock. QEM V LLC may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. F4 · ownership.nature: Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F5 · ownership.nature: In connection with the closing of JAG's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of JAG's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein. Read SEC document |
| January 10, 2020 Filed Jan 14, 2020 21:32 UTC | Pioneer PE Holding LLC PE · Entity 143873 | GrantClass A Common Stock | 3,589 | $0.00 | $0.00 |
DisclosureSEC source: 0000905148-20-000078 · form4.xml · nonDerivative · entry 2 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 3,589 F4 · shares: Restricted Stock Unit Award pursuant to the Parsley Energy, Inc. 2014 Long Term Incentive Plan. The award vests in full on May 24, 2020. F1 · ownership.direct: These shares are held directly by Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. F5 · ownership.direct: Mr. VanLoh holds these Restricted Stock Units for the benefit of Q-Jagged Peak. Mr. VanLoh disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Read SEC document |
| January 10, 2020 Filed Jan 14, 2020 21:32 UTC | Pioneer PE Holding LLC PE · Entity 143873 | GrantClass A Common Stock | 65,412,650 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000905148-20-000078 · form4.xml · nonDerivative · entry 1 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 65,412,650 F2 · price: This Form 4 reports securities acquired upon the effectiveness of the merger contemplated by that certain Agreement and Plan of Merger, dated as of October 14, 2019, by and among Jagged Peak Energy Inc. ("Jagged Peak"), Parsley Energy, Inc. ("Parsley") and Jackal Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement") on January 10, 2020 (the "Effective Time"). At the Effective Time, Merger Sub merged with and into Jagged Peak, with Jagged Peak surviving the merger as a wholly owned subsidiary of Parsley (the "Merger"), and each outstanding share of common stock, par value $0.01 per share, of Jagged Peak was converted automatically into the right to receive 0.447 shares of Class A common stock, par value $0.01 per share, of Parsley (the "Parsley Class A common stock"), with cash paid in lieu of the issuance of any fractional shares of Parsley Class A common stock. F3 · price: The Parsley Class A common stock acquired by the Reporting Person as a result of the Merger is reported above. On the trading day immediately prior to the Effective Time, the closing price of Parsley Class A common stock was $18.44 per share. F1 · ownership.direct: These shares are held directly by Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. F1 · ownership.nature: These shares are held directly by Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. Read SEC document |
| January 10, 2020 Filed Jan 14, 2020 21:30 UTC | Jagged Peak Energy Inc. JAG · Entity 152385 | Disposition to issuerCommon Stock | 146,337,026 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000905148-20-000076 · form4.xml · nonDerivative · entry 1 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnotes Disclosed balance after: 0 F3 · price: This Form 4 reports securities disposed of upon the effectiveness of the merger contemplated by that certain Agreement and Plan of Merger, dated as of October 14, 2019, by and among Jagged Peak Energy Inc. ("Jagged Peak"), Parsley Energy, Inc. ("Parsley") and Jackal Merger Sub, Inc. ("Merger Sub") (the "Merger Agreement") on January 10, 2020 (the "Effective Time"). At the Effective Time, Merger Sub merged with and into Jagged Peak, with Jagged Peak surviving the merger as a wholly owned subsidiary of Parsley (the "Merger"), and each outstanding share of common stock, par value $0.01 per share, of Jagged Peak ("Jagged Peak common stock"), was converted automatically into the right to receive 0.447 shares of Class A common stock, par value $0.01 per share, of Parsley (the "Parsley Class A common stock"), with cash paid in lieu of the issuance of any fractional shares of Parsley Class A common stock. F4 · price: The Jagged Peak common stock disposed of by the Reporting Person as a result of the Merger is reported above. On the trading day immediately prior to the Effective Time, the closing price of Parsley Class A common stock was $18.44 per share. As a result of the merger, the Reporting Person no longer beneficially owns any shares of Jagged Peak common stock. F1 · ownership.direct: These shares are held directly by Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. F2 · ownership.direct: In connection with the closing of the Issuer's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement") pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of Issuer common stock in accordance with the direction of Q-Jagged Peak. The number of shares reflected in the table above as beneficially owned by Q-Jagged Peak does not include securities held by other parties to the Stockholders' Agreement, and this report shall not be construed as an admission that Q-Jagged Peak, QEM V or Mr. VanLoh is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of Q-Jagged Peak, QEM V and Mr. VanLoh disclaims beneficial ownership of such securities held by the members party to the Stockholders' Agreement, except to the extent of its or his pecuniary interest therein. F1 · ownership.nature: These shares are held directly by Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"). QEM V, LLC ("QEM V") is the managing member of Q-Jagged Peak. QEM V may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V disclaims beneficial ownership of such securities in excess of its pecuniary interest therein. Any decision taken by QEM V to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest therein. F2 · ownership.nature: In connection with the closing of the Issuer's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement") pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of Issuer common stock in accordance with the direction of Q-Jagged Peak. The number of shares reflected in the table above as beneficially owned by Q-Jagged Peak does not include securities held by other parties to the Stockholders' Agreement, and this report shall not be construed as an admission that Q-Jagged Peak, QEM V or Mr. VanLoh is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and each of Q-Jagged Peak, QEM V and Mr. VanLoh disclaims beneficial ownership of such securities held by the members party to the Stockholders' Agreement, except to the extent of its or his pecuniary interest therein. Read SEC document |
| May 19, 2017 Filed May 23, 2017 23:42 UTC | GULFPORT ENERGY CORP GPOR · Entity 2342 | OtherCommon Stock | 4,465,380 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-17-014181 · doc4.xml · nonDerivative · entry 1 Vitruvian II Woodford, LLC · CIK 0001698634 · 10% owner VANLOH S WIL JR · CIK 0001098463 · 10% owner Vitruvian Exploration II Holdings, LLC · CIK 0001698741 · 10% owner Vitruvian Exploration II, LLC · CIK 0001698924 · 10% owner Q-VEX II, LP · CIK 0001698737 · 10% owner QEM V LLC · CIK 0001697117 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 18,133,872 F1 · kind: On May 19, 2017, pursuant to (i) the Agency and Redemption Agreement, dated as of May 18, 2017 (the "Agency Agreement"), by and among Vitruvian II Woodford, LLC, a Delaware limited liability company ( "Vitruvian"), and LG WF L.P., a Delaware limited partnership and a member of Vitruvian ("LG"), and (ii) the limited liability company agreement of Vitruvian, as amended (the "LLC Agreement"), 4,465,380 shares of common stock, par value $0.01 (the "Common Stock"), of Gulfport Energy Corporation, a Delaware corporation (the "Issuer"), were distributed to LG in redemption of certain of LG's capital interests in Vitruvian. In addition, as partial consideration for such redemption and pursuant to the Agency Agreement, LG became entitled to receive up to 1,252,865 shares of Common Stock held in a separate escrow account pursuant to the terms and conditions of the Purchase and Sale Agreement by and among the Issuer, Vitruvian and a subsidiary of the Issuer (the "Purchase Agreement"), F2 · kind: (Continued from Footnote 1) as such shares of Common Stock are released from the escrow account pursuant to the Purchase Agreement. Following these transactions, Vitruvian may be deemed to be the beneficial owner of 18,133,872 shares of Common Stock (the "Vitruvian Shares"). F3 · kind: Vitruvian is managed by its board of directors (the "Board"). QEM V, LLC ("QEM") is the sole general partner of Q-VEX II, LP ("Q-VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II, LLC ("VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II Holdings, LLC ("VEX Holdings"), which holds a majority of the capital interests of Vitruvian and has the right to appoint a majority of the Board (such directors, the "VEX Holdings Directors"). Certain actions of Vitruvian, including certain dispositions, require the approval of the VEX Holdings Directors. QEM, Q-VEX, VEX and VEX Holdings each disclaim beneficial ownership of the Vitruvian Shares in excess of their respective pecuniary interest in the securities. F4 · kind: Any decision taken by QEM to vote, or to direct to vote, and to dispose, or to direct the disposition of, the Vitruvian Shares has to be approved by a majority of the members of the investment committee of QEM, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the Vitruvian Shares and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F1 · price: On May 19, 2017, pursuant to (i) the Agency and Redemption Agreement, dated as of May 18, 2017 (the "Agency Agreement"), by and among Vitruvian II Woodford, LLC, a Delaware limited liability company ( "Vitruvian"), and LG WF L.P., a Delaware limited partnership and a member of Vitruvian ("LG"), and (ii) the limited liability company agreement of Vitruvian, as amended (the "LLC Agreement"), 4,465,380 shares of common stock, par value $0.01 (the "Common Stock"), of Gulfport Energy Corporation, a Delaware corporation (the "Issuer"), were distributed to LG in redemption of certain of LG's capital interests in Vitruvian. In addition, as partial consideration for such redemption and pursuant to the Agency Agreement, LG became entitled to receive up to 1,252,865 shares of Common Stock held in a separate escrow account pursuant to the terms and conditions of the Purchase and Sale Agreement by and among the Issuer, Vitruvian and a subsidiary of the Issuer (the "Purchase Agreement"), F2 · price: (Continued from Footnote 1) as such shares of Common Stock are released from the escrow account pursuant to the Purchase Agreement. Following these transactions, Vitruvian may be deemed to be the beneficial owner of 18,133,872 shares of Common Stock (the "Vitruvian Shares"). F3 · price: Vitruvian is managed by its board of directors (the "Board"). QEM V, LLC ("QEM") is the sole general partner of Q-VEX II, LP ("Q-VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II, LLC ("VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II Holdings, LLC ("VEX Holdings"), which holds a majority of the capital interests of Vitruvian and has the right to appoint a majority of the Board (such directors, the "VEX Holdings Directors"). Certain actions of Vitruvian, including certain dispositions, require the approval of the VEX Holdings Directors. QEM, Q-VEX, VEX and VEX Holdings each disclaim beneficial ownership of the Vitruvian Shares in excess of their respective pecuniary interest in the securities. F4 · price: Any decision taken by QEM to vote, or to direct to vote, and to dispose, or to direct the disposition of, the Vitruvian Shares has to be approved by a majority of the members of the investment committee of QEM, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the Vitruvian Shares and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F1 · balance_after: On May 19, 2017, pursuant to (i) the Agency and Redemption Agreement, dated as of May 18, 2017 (the "Agency Agreement"), by and among Vitruvian II Woodford, LLC, a Delaware limited liability company ( "Vitruvian"), and LG WF L.P., a Delaware limited partnership and a member of Vitruvian ("LG"), and (ii) the limited liability company agreement of Vitruvian, as amended (the "LLC Agreement"), 4,465,380 shares of common stock, par value $0.01 (the "Common Stock"), of Gulfport Energy Corporation, a Delaware corporation (the "Issuer"), were distributed to LG in redemption of certain of LG's capital interests in Vitruvian. In addition, as partial consideration for such redemption and pursuant to the Agency Agreement, LG became entitled to receive up to 1,252,865 shares of Common Stock held in a separate escrow account pursuant to the terms and conditions of the Purchase and Sale Agreement by and among the Issuer, Vitruvian and a subsidiary of the Issuer (the "Purchase Agreement"), F2 · balance_after: (Continued from Footnote 1) as such shares of Common Stock are released from the escrow account pursuant to the Purchase Agreement. Following these transactions, Vitruvian may be deemed to be the beneficial owner of 18,133,872 shares of Common Stock (the "Vitruvian Shares"). F3 · balance_after: Vitruvian is managed by its board of directors (the "Board"). QEM V, LLC ("QEM") is the sole general partner of Q-VEX II, LP ("Q-VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II, LLC ("VEX"), which has the right to appoint a majority of the board of directors of Vitruvian Exploration II Holdings, LLC ("VEX Holdings"), which holds a majority of the capital interests of Vitruvian and has the right to appoint a majority of the Board (such directors, the "VEX Holdings Directors"). Certain actions of Vitruvian, including certain dispositions, require the approval of the VEX Holdings Directors. QEM, Q-VEX, VEX and VEX Holdings each disclaim beneficial ownership of the Vitruvian Shares in excess of their respective pecuniary interest in the securities. F4 · balance_after: Any decision taken by QEM to vote, or to direct to vote, and to dispose, or to direct the disposition of, the Vitruvian Shares has to be approved by a majority of the members of the investment committee of QEM, which majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the Vitruvian Shares and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. Read SEC document |
| February 01, 2017 Filed Feb 3, 2017 21:25 UTC | Jagged Peak Energy Inc. JAG · Entity 152385 | Disposition to issuerCommon stock | 1,570,406 | $14.18 | $22,268,357.08 |
DisclosureSEC source: 0001104659-17-006435 · a4.xml · nonDerivative · entry 2 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 146,337,026 F6 · kind: Q-Jagged Peak sold 1,570,406 shares of the Issuer's common stock as a selling stockholder, pursuant to a registration statement on Form S-1 (Registration No. 333-215179), as amended, initially filed with the Securities and Exchange Commission by the Issuer on December 19, 2016. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F7 · price: This amount represents the $15.00 offering price per share of the Issuer's common stock less the underwriting discounts and commission of $0.825 per share. F4 · ownership.nature: QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak. QEM V LLC may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F5 · ownership.nature: In connection with the closing of the Issuer's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein. Read SEC document |
| February 01, 2017 Filed Feb 3, 2017 21:25 UTC | Jagged Peak Energy Inc. JAG · Entity 152385 | GrantCommon stock | 147,907,432 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-17-006435 · a4.xml · nonDerivative · entry 1 VANLOH S WIL JR · CIK 0001098463 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 147,907,432 F1 · kind: Immediately prior to the closing of Jagged Peak Energy Inc.'s (the "Issuer") initial public offering, and pursuant to the Master Reorganization Agreement dated as of January 25, 2017 by and among Jagged Peak Energy LLC ("JPE LLC"), Q-Jagged Peak Energy Investment Partners, LLC ("Q-Jagged Peak"), the Issuer, JPE Merger Sub LLC, JPE Management Holdings LLC ("Management Holdco"), and the individuals listed on the signature pages thereto under the heading "Management Members", (i) the equity interests (both capital interests and management incentive units) in JPE LLC were recapitalized into a single class of units ("Units"), and the Units were allocated among the existing owners of JPE LLC (the "Existing Owners") in accordance with the terms of the limited liability company agreement of JPE LLC and calculated using an implied valuation for JPE LLC based on the initial public offering price of the Issuer's common stock, F2 · kind: (Continued from footnote (1)) (ii) officers and other employees that held management incentive units in JPE LLC contributed to Management Holdco certain of the Units issued to them in the recapitalization described above in exchange for membership interests in Management Holdco and (iii) JPE LLC merged into a subsidiary of the Issuer, and the Existing Owners and Management Holdco received, as consideration in the merger, shares of the Issuer's common stock, with such shares of common stock allocated among the Existing Owners and Management Holdco pro rata based on their relative ownership of Units. As a result of these transactions, JPE LLC became a wholly owned subsidiary of the Issuer. F3 · kind: Pursuant to the transactions described in footnotes (1) and (2), Q-Jagged Peak received 147,907,432 shares of the Issuer's common stock as consideration based on its relative ownership of Units. As described in footnote (4) below, Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F4 · ownership.nature: QEM V, LLC ("QEM V LLC") is the managing member of Q-Jagged Peak. QEM V LLC may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. QEM V LLC disclaims beneficial ownership of such securities in excess of its pecuniary interest in the securities. Any decision taken by QEM V LLC to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by Q-Jagged Peak has to be approved by a majority of the members of its investment committee, which majority must include Mr. VanLoh. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by Q-Jagged Peak and may also be deemed to be the beneficial owner of these securities. Mr. VanLoh disclaims beneficial ownership of such securities in excess of his pecuniary interest in the securities. F5 · ownership.nature: In connection with the closing of the Issuer's initial public offering, Q-Jagged Peak entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which each of the parties thereto agreed, among other things, to vote all of their shares of common stock in accordance with the direction of Q-Jagged Peak. As a result, Q-Jagged Peak may be deemed to be a director by deputization by virtue of its right to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement. This statement shall not be construed as an admission that Mr. VanLoh or Q-Jagged Peak is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, and Mr. VanLoh and Q-Jagged Peak each disclaim beneficial ownership of such securities held by the parties to the Stockholders' Agreement, except to the extent of their pecuniary interest therein. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.