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Walker John B

Disclosed activity across 2 companies

Tapewire entity
87250
SEC CIK
0001374442

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
EV Energy Partners, LPEVEP · Entity 171367Director · Exec. Chairman of the BoardJanuary 13, 2017January 18, 2017
Magnolia Oil & Gas CorpMGY · Entity 1979DirectorSeptember 23, 2024September 25, 2024

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.

EV Energy Partners, LP

Report date January 13, 2017 · Filed January 18, 2017

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common UnitsSEC Table I · non-derivativeDirect621,667 Reported balance After 2017-01-13 transaction · row 1
1 source row

Row 1 · 2017-01-13 · Exercise / conversion · Acquired 46,625 · Balance 621,667

F1: Each phantom unit is the economic equivalent of one EVEP common unit at the close of business on the vesting date.

Phantom UnitsSEC Table II · derivative / convertible security · Expires 2017-01-13Direct0 Reported balance After 2017-01-13 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2017-01-13 · Exercise / conversion · Disposed 46,625 · Balance 0

F1: Each phantom unit is the economic equivalent of one EVEP common unit at the close of business on the vesting date.

Common UnitsSEC Table I · non-derivativeIndirectSee footnote2,163,698 Reported balance Holding disclosure · report date 2017-01-13 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 2,163,698

F2: Includes Common Units held by John B. and Lisa A. Walker, L.P., of which Mr. Walker is a general partner along with his wife. Mr. Walker disclaims beneficial ownership of the units not owned by him directly. Also includes all units beneficially owned by EnerVest, Ltd. Mr. Walker may be deemed to beneficially own units owned by EnerVest, Ltd. Mr. Walker disclaims beneficial ownership of such units except to the extent of his pecuniary interest therein.

Common UnitsSEC Table I · non-derivativeIndirectBy Spouse13,400 Reported balance Holding disclosure · report date 2017-01-13 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 13,400

Filing footnotes · ownership attribution and instrument terms

F1: Each phantom unit is the economic equivalent of one EVEP common unit at the close of business on the vesting date.

F2: Includes Common Units held by John B. and Lisa A. Walker, L.P., of which Mr. Walker is a general partner along with his wife. Mr. Walker disclaims beneficial ownership of the units not owned by him directly. Also includes all units beneficially owned by EnerVest, Ltd. Mr. Walker may be deemed to beneficially own units owned by EnerVest, Ltd. Mr. Walker disclaims beneficial ownership of such units except to the extent of his pecuniary interest therein.

Magnolia Oil & Gas Corp

Report date September 23, 2024 · Filed September 25, 2024

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes9,099,403 Reported balance After 2024-09-23 transaction · row 1 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 1 · 2024-09-23 · Conversion · Acquired 4,934,442 · Balance 9,099,403

F4: Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

F1: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5: Represents the September 2024 Conversion Shares and 4,164,961 shares of Class A Common Stock held by EV XIV-C.

F2: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes2,099,403 Reported balance After 2024-09-23 transaction · row 2 Account identity is unresolved; indirect or unspecified ownership is not merged.
1 source row

Row 2 · 2024-09-23 · Sale · Disposed 7,000,000 · Balance 2,099,403

F12: Represents shares of Class A Common Stock sold in a block trade transaction entered into by the Record Holders on September 23, 2024, which transaction closed on September 25, 2024 (the "Block Trade"), as follows: (i) 3,265,817 shares of Class A Common Stock sold by EV XIV-A; (ii) 34,117 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 624,974 shares of Class A Common Stock sold by EV XIV-2A; (iv) 644,724 shares of Class A Common Stock sold by EV XIV-3A; (v) 364,810 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,065,558 shares of Class A Common Stock sold by EV XIV-C.

F8: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the September 2024 Transfer.

F13: EV XIV-C owns of record 2,099,403 shares of Class A Common Stock.

F2: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Class B Common StockSEC Table II · derivative / convertible securityIndirectSee Footnotes6,023,479 Reported balance After 2024-09-23 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2024-09-23 · Conversion · Disposed 4,934,442 · Balance 6,023,479

F1: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4: Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

F9: Not applicable.

F7: Represents shares of Class B Common Stock held (prior to giving effect to the September 2024 Transfer (as defined below)) as follows: (i) 3,986,590 shares of Class B Common Stock held by EV XIV-A; (ii) 41,639 shares of Class B Common Stock held by EV XIV-WIC; (iii) 762,906 shares of Class B Common Stock held by EV XIV-2A; (iv) 787,018 shares of Class B Common Stock held by EV XIV-3A; and (v) 445,326 shares of Class B Common Stock held by EV XIV-C-AIV.

F11: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Class B Common StockSEC Table II · derivative / convertible securityIndirectSee Footnotes5,523,479 Reported balance After 2024-09-23 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2024-09-23 · Sale · Disposed 500,000 · Balance 5,523,479

F1: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F14: Represents: (i) 330,921 shares of Class B Common Stock transferred by EV XIV-A; (ii) 3,457 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 63,328 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 65,329 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 36,965 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2024 Transfer").

F8: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the September 2024 Transfer.

F9: Not applicable.

F11: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F15: EV XIV-A owns of record 3,655,669 shares of Class B Common Stock; EV XIV-2A owns of record 699,578 shares of Class B Common Stock; EV XIV-3A owns of record 721,689 shares of Class B Common Stock; EV XIV-WIC owns of record 38,182 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 408,361 shares of Class B Common Stock.

F2: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Class A Common StockSEC Table I · non-derivativeDirect615,485 Reported balance Holding disclosure · report date 2024-09-23 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 615,485

F6: Represents 615,485 shares of Class A Common Stock held by Mr. Walker, including restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan") that have been settled in shares of Class A Common Stock as of the date hereof, other than 6,364 RSUs which remain unvested. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date.

Filing footnotes · ownership attribution and instrument terms

F1: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F2: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F4: Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

F5: Represents the September 2024 Conversion Shares and 4,164,961 shares of Class A Common Stock held by EV XIV-C.

F6: Represents 615,485 shares of Class A Common Stock held by Mr. Walker, including restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan") that have been settled in shares of Class A Common Stock as of the date hereof, other than 6,364 RSUs which remain unvested. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date.

F7: Represents shares of Class B Common Stock held (prior to giving effect to the September 2024 Transfer (as defined below)) as follows: (i) 3,986,590 shares of Class B Common Stock held by EV XIV-A; (ii) 41,639 shares of Class B Common Stock held by EV XIV-WIC; (iii) 762,906 shares of Class B Common Stock held by EV XIV-2A; (iv) 787,018 shares of Class B Common Stock held by EV XIV-3A; and (v) 445,326 shares of Class B Common Stock held by EV XIV-C-AIV.

F8: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the September 2024 Transfer.

F9: Not applicable.

F10: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F11: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F12: Represents shares of Class A Common Stock sold in a block trade transaction entered into by the Record Holders on September 23, 2024, which transaction closed on September 25, 2024 (the "Block Trade"), as follows: (i) 3,265,817 shares of Class A Common Stock sold by EV XIV-A; (ii) 34,117 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 624,974 shares of Class A Common Stock sold by EV XIV-2A; (iv) 644,724 shares of Class A Common Stock sold by EV XIV-3A; (v) 364,810 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,065,558 shares of Class A Common Stock sold by EV XIV-C.

F13: EV XIV-C owns of record 2,099,403 shares of Class A Common Stock.

F14: Represents: (i) 330,921 shares of Class B Common Stock transferred by EV XIV-A; (ii) 3,457 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 63,328 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 65,329 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 36,965 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2024 Transfer").

F15: EV XIV-A owns of record 3,655,669 shares of Class B Common Stock; EV XIV-2A owns of record 699,578 shares of Class B Common Stock; EV XIV-3A owns of record 721,689 shares of Class B Common Stock; EV XIV-WIC owns of record 38,182 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 408,361 shares of Class B Common Stock.

Transaction history

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Purchases/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 dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
September 23, 2024 Filed Sep 25, 2024 18:32 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 500,000 $25.86 $12,930,000.00
Disclosure

SEC source: 0001104659-24-102885 · tm2424887-1_4seq1.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,523,479

Underlying: Class A Common Stock · 500,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F14 · derivative.exercise_price: Represents: (i) 330,921 shares of Class B Common Stock transferred by EV XIV-A; (ii) 3,457 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 63,328 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 65,329 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 36,965 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2024 Transfer").

F14 · shares: Represents: (i) 330,921 shares of Class B Common Stock transferred by EV XIV-A; (ii) 3,457 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 63,328 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 65,329 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 36,965 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2024 Transfer").

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the September 2024 Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F14 · derivative.underlying_shares: Represents: (i) 330,921 shares of Class B Common Stock transferred by EV XIV-A; (ii) 3,457 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 63,328 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 65,329 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 36,965 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2024 Transfer").

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F15 · balance_after: EV XIV-A owns of record 3,655,669 shares of Class B Common Stock; EV XIV-2A owns of record 699,578 shares of Class B Common Stock; EV XIV-3A owns of record 721,689 shares of Class B Common Stock; EV XIV-WIC owns of record 38,182 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 408,361 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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September 23, 2024 Filed Sep 25, 2024 18:32 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 4,934,442 $0.00 $0.00
Disclosure

SEC source: 0001104659-24-102885 · tm2424887-1_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 6,023,479

Underlying: Class A Common Stock · 4,934,442 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.exercise_price: Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

F4 · shares: Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the September 2024 Transfer (as defined below)) as follows: (i) 3,986,590 shares of Class B Common Stock held by EV XIV-A; (ii) 41,639 shares of Class B Common Stock held by EV XIV-WIC; (iii) 762,906 shares of Class B Common Stock held by EV XIV-2A; (iv) 787,018 shares of Class B Common Stock held by EV XIV-3A; and (v) 445,326 shares of Class B Common Stock held by EV XIV-C-AIV.

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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September 23, 2024 Filed Sep 25, 2024 18:32 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 7,000,000 $25.86 $181,020,000.00
Disclosure

SEC source: 0001104659-24-102885 · tm2424887-1_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,099,403

F12 · shares: Represents shares of Class A Common Stock sold in a block trade transaction entered into by the Record Holders on September 23, 2024, which transaction closed on September 25, 2024 (the "Block Trade"), as follows: (i) 3,265,817 shares of Class A Common Stock sold by EV XIV-A; (ii) 34,117 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 624,974 shares of Class A Common Stock sold by EV XIV-2A; (iv) 644,724 shares of Class A Common Stock sold by EV XIV-3A; (v) 364,810 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,065,558 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the September 2024 Transfer.

F13 · balance_after: EV XIV-C owns of record 2,099,403 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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September 23, 2024 Filed Sep 25, 2024 18:32 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 4,934,442 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-24-102885 · tm2424887-1_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 9,099,403

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the September 2024 Conversion Shares and 4,164,961 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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May 14, 2024 Filed May 15, 2024 21:41 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 3,000,000 $25.58 $76,740,000.00
Disclosure

SEC source: 0001104659-24-062156 · tm2414674-2_4seq1.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 10,957,921

Underlying: Class A Common Stock · 3,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F14 · derivative.exercise_price: Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "May 2024 Transfer").

F14 · shares: Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "May 2024 Transfer").

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the May 2024 Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F14 · derivative.underlying_shares: Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "May 2024 Transfer").

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F15 · balance_after: EV XIV-A owns of record 7,252,407 shares of Class B Common Stock; EV XIV-2A owns of record 1,387,880 shares of Class B Common Stock; EV XIV-3A owns of record 1,431,742 shares of Class B Common Stock; EV XIV-WIC owns of record 75,756 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 810,136 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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May 14, 2024 Filed May 15, 2024 21:41 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 7,868,884 $0.00 $0.00
Disclosure

SEC source: 0001104659-24-062156 · tm2414674-2_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 13,957,921

Underlying: Class A Common Stock · 7,868,884 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.exercise_price: Represents: (i) 5,207,951 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 54,406 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 996,637 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,028,132 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 581,758 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "May 2024 Conversion Shares").

F4 · shares: Represents: (i) 5,207,951 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 54,406 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 996,637 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,028,132 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 581,758 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "May 2024 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 5,207,951 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 54,406 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 996,637 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,028,132 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 581,758 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "May 2024 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the May 2024 Transfer (as defined below)) as follows: (i) 14,445,882 shares of Class B Common Stock held by EV XIV-A; (ii) 150,904 shares of Class B Common Stock held by EV XIV-WIC; (iii) 2,764,483 shares of Class B Common Stock held by EV XIV-2A; (iv) 2,851,848 shares of Class B Common Stock held by EV XIV-3A; and (v) 1,613,688 shares of Class B Common Stock held by EV XIV-C-AIV.

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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May 14, 2024 Filed May 15, 2024 21:41 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 12,000,000 $25.58 $306,960,000.00
Disclosure

SEC source: 0001104659-24-062156 · tm2414674-2_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 4,164,961

F12 · shares: Represents shares of Class A Common Stock sold in a block trade transaction entered into by the Record Holders on May 14, 2024, which transaction is expected to close on May 16, 2024 (the "Block Trade"), as follows: (i) 5,207,951 shares of Class A Common Stock sold by EV XIV-A; (ii) 54,406 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 996,637 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,028,132 shares of Class A Common Stock sold by EV XIV-3A; (v) 581,758 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 4,131,116 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the May 2024 Transfer.

F13 · balance_after: EV XIV-C owns of record 4,164,961 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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May 14, 2024 Filed May 15, 2024 21:41 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 7,868,884 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-24-062156 · tm2414674-2_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 16,164,961

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 5,207,951 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 54,406 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 996,637 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,028,132 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 581,758 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "May 2024 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the May 2024 Conversion Shares and 4,131,116 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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May 07, 2024 Filed May 9, 2024 16:29 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 GrantClass A Common Stock 6,364 $0.00 $0.00
Disclosure

SEC source: 0001415889-24-012741 · form4-05092024_080542.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 615,485

F1 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

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May 03, 2023 Filed May 5, 2023 16:08 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 GrantClass A Common Stock 7,517 $0.00 $0.00
Disclosure

SEC source: 0001415889-23-007444 · form4-05052023_080549.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 609,121

F1 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

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November 08, 2022 Filed Nov 8, 2022 16:25 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 2,000,000 $24.26 $48,520,000.00
Disclosure

SEC source: 0001104659-22-115959 · tm2229976-2_4seq1.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 21,826,805

Underlying: Class A Common Stock · 2,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F14 · derivative.exercise_price: Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "November 2022 Transfer").

F14 · shares: Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "November 2022 Transfer").

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the November 2022 Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F14 · derivative.underlying_shares: Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "November 2022 Transfer").

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F15 · balance_after: EV XIV-A owns of record 14,445,882 shares of Class B Common Stock; EV XIV-2A owns of record 2,764,483 shares of Class B Common Stock; EV XIV-3A owns of record 2,851,848 shares of Class B Common Stock; EV XIV-WIC owns of record 150,904 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 1,613,688 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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November 08, 2022 Filed Nov 8, 2022 16:25 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 4,883,627 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-115959 · tm2229976-2_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 23,826,805

Underlying: Class A Common Stock · 4,883,627 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.exercise_price: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "November 2022 Conversion Shares").

F4 · shares: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "November 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "November 2022 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the November 2022 Transfer (as defined below)) as follows: (i) 15,769,564 shares of Class B Common Stock held by EV XIV-A; (ii) 164,732 shares of Class B Common Stock held by EV XIV-WIC; (iii) 3,017,794 shares of Class B Common Stock held by EV XIV-2A; (iv) 3,113,164 shares of Class B Common Stock held by EV XIV-3A; and (v) 1,761,551 shares of Class B Common Stock held by EV XIV-C-AIV.

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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November 08, 2022 Filed Nov 8, 2022 16:25 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 7,500,000 $24.26 $181,950,000.00
Disclosure

SEC source: 0001104659-22-115959 · tm2229976-2_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 8,296,077

F12 · shares: Represents shares of Class A Common Stock sold in an underwritten block trade transaction pursuant to the Issuer's registration statement on Form S-3 filed with the SEC on August 10, 2018 (the "Block Trade"), as follows: (i) 3,232,185 shares of Class A Common Stock sold by EV XIV-A; (ii) 33,766 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 618,538 shares of Class A Common Stock sold by EV XIV-2A; (iv) 638,085 shares of Class A Common Stock sold by EV XIV-3A; (v) 361,053 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,616,373 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the November 2022 Transfer.

F13 · balance_after: EV XIV-C owns of record 8,296,077 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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November 08, 2022 Filed Nov 8, 2022 16:25 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 4,883,627 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-115959 · tm2229976-2_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 15,796,077

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "November 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the November 2022 Conversion Shares and 10,912,450 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 06, 2022 Filed Jun 6, 2022 17:22 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 2,000,000 $27.01 $54,020,000.00
Disclosure

SEC source: 0001104659-22-068601 · tm2217758-2_4seq1.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 28,710,432

Underlying: Class A Common Stock · 2,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F14 · derivative.exercise_price: Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2022 Transfer").

F14 · shares: Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2022 Transfer").

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the June 2022 Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F14 · derivative.underlying_shares: Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2022 Transfer").

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F15 · balance_after: EV XIV-A owns of record 19,001,749 shares of Class B Common Stock; EV XIV-2A owns of record 3,636,332 shares of Class B Common Stock; EV XIV-3A owns of record 3,751,249 shares of Class B Common Stock; EV XIV-WIC owns of record 198,498 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 2,122,604 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 06, 2022 Filed Jun 6, 2022 17:22 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 4,883,627 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-068601 · tm2217758-2_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 30,710,432

Underlying: Class A Common Stock · 4,883,627 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.exercise_price: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2022 Conversion Shares").

F4 · shares: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2022 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the June 2022 Transfer (as defined below)) as follows: (i) 20,325,431 shares of Class B Common Stock held by EV XIV-A; (ii) 212,326 shares of Class B Common Stock held by EV XIV-WIC; (iii) 3,889,643 shares of Class B Common Stock held by EV XIV-2A; (iv) 4,012,565 shares of Class B Common Stock held by EV XIV-3A; and (v) 2,270,467 shares of Class B Common Stock held by EV XIV-C-AIV.

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 06, 2022 Filed Jun 6, 2022 17:22 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 7,500,000 $27.01 $202,575,000.00
Disclosure

SEC source: 0001104659-22-068601 · tm2217758-2_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,912,450

F12 · shares: Represents shares of Class A Common Stock sold in an underwritten block trade transaction pursuant to the Issuer's registration statement on Form S-3 filed with the SEC on August 10, 2018 (the "Block Trade"), as follows: (i) 3,232,185 shares of Class A Common Stock sold by EV XIV-A; (ii) 33,766 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 618,538 shares of Class A Common Stock sold by EV XIV-2A; (iv) 638,085 shares of Class A Common Stock sold by EV XIV-3A; (v) 361,053 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,616,373 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the June 2022 Transfer.

F13 · balance_after: EV XIV-C owns of record 10,912,450 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 06, 2022 Filed Jun 6, 2022 17:22 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 4,883,627 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-068601 · tm2217758-2_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 18,412,450

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the June 2022 Conversion Shares and 13,528,823 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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May 04, 2022 Filed May 5, 2022 16:27 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 GrantClass A Common Stock 5,284 $0.00 $0.00
Disclosure

SEC source: 0001415889-22-004673 · form4-05052022_010519.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 601,604

F1 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

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March 14, 2022 Filed Mar 14, 2022 20:20 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 2,500,000 $21.72 $54,300,000.00
Disclosure

SEC source: 0001104659-22-033506 · tm229229-1_4seq1.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 35,594,059

Underlying: Class A Common Stock · 2,500,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F14 · derivative.exercise_price: Represents: (i) 1,654,602 shares of Class B Common Stock transferred by EV XIV-A; (ii) 17,285 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 316,639 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 326,645 of Class B Common Stock transferred by EV XIV-3A; and (v) 184,829 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "March 2022 Transfer").

F14 · shares: Represents: (i) 1,654,602 shares of Class B Common Stock transferred by EV XIV-A; (ii) 17,285 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 316,639 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 326,645 of Class B Common Stock transferred by EV XIV-3A; and (v) 184,829 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "March 2022 Transfer").

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the March 2022 Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F14 · derivative.underlying_shares: Represents: (i) 1,654,602 shares of Class B Common Stock transferred by EV XIV-A; (ii) 17,285 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 316,639 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 326,645 of Class B Common Stock transferred by EV XIV-3A; and (v) 184,829 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "March 2022 Transfer").

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F15 · balance_after: EV XIV-A owns of record 23,557,616 shares of Class B Common Stock; EV XIV-2A owns of record 4,508,181 shares of Class B Common Stock; EV XIV-3A owns of record 4,650,650 shares of Class B Common Stock; EV XIV-WIC owns of record 246,092 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 2,631,520 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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March 14, 2022 Filed Mar 14, 2022 20:20 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 4,745,923 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-033506 · tm229229-1_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 38,094,059

Underlying: Class A Common Stock · 4,745,923 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.exercise_price: Represents: (i) 3,141,047 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 32,814 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 601,097 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 620,092 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 350,873 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "March 2022 Conversion Shares").

F4 · shares: Represents: (i) 3,141,047 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 32,814 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 601,097 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 620,092 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 350,873 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "March 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 3,141,047 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 32,814 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 601,097 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 620,092 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 350,873 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "March 2022 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the March 2022 Transfer (as defined below)) as follows: (i) 25,212,218 shares of Class B Common Stock held by EV XIV-A; (ii) 263,377 shares of Class B Common Stock held by EV XIV-WIC; (iii) 4,824,820 shares of Class B Common Stock held by EV XIV-2A; (iv) 4,977,295 shares of Class B Common Stock held by EV XIV-3A; and (v) 2,816,349 shares of Class B Common Stock held by EV XIV-C-AIV.

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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March 14, 2022 Filed Mar 14, 2022 20:20 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 7,500,000 $21.72 $162,900,000.00
Disclosure

SEC source: 0001104659-22-033506 · tm229229-1_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 13,528,823

F12 · shares: Represents shares of Class A Common Stock sold in an underwritten block trade transaction pursuant to the Issuer's registration statement on Form S-3 filed with the SEC on August 10, 2018 (the "Block Trade"), as follows: (i) 3,141,047 shares of Class A Common Stock sold by EV XIV-A; (ii) 32,814 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 601,097 shares of Class A Common Stock sold by EV XIV-2A; (iv) 620,092 shares of Class A Common Stock sold by EV XIV-3A; (v) 350,873 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,754,077 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the March 2022 Transfer.

F13 · balance_after: EV XIV-C owns of record 13,528,823 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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March 14, 2022 Filed Mar 14, 2022 20:20 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 4,745,923 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-033506 · tm229229-1_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 21,028,823

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 3,141,047 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 32,814 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 601,097 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 620,092 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 350,873 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "March 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the March 2022 Conversion Shares and 16,282,900 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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February 03, 2022 Filed Feb 7, 2022 21:23 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 1,449,185 $21.00 $30,432,885.00
Disclosure

SEC source: 0001104659-22-012944 · tm225797-1_4.xml · derivative · entry 6

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 42,839,982

Underlying: Class A Common Stock · 1,449,185 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F16 · derivative.exercise_price: Represents: (i) 959,130 shares of Class B Common Stock transferred by EV XIV-A; (ii) 10,020 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 183,547 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 189,348 of Class B Common Stock transferred by EV XIV-3A; and (v) 107,140 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "February 2022 Transfer").

F16 · shares: Represents: (i) 959,130 shares of Class B Common Stock transferred by EV XIV-A; (ii) 10,020 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 183,547 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 189,348 of Class B Common Stock transferred by EV XIV-3A; and (v) 107,140 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "February 2022 Transfer").

F8 · price: This amount represents the purchase price in the 10b5-1 Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the February 2022 Transfer, and EV XIV-C also used this price per share for the purchase price of the shares of the Class A Common Stock under the C-Fund Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F16 · derivative.underlying_shares: Represents: (i) 959,130 shares of Class B Common Stock transferred by EV XIV-A; (ii) 10,020 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 183,547 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 189,348 of Class B Common Stock transferred by EV XIV-3A; and (v) 107,140 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "February 2022 Transfer").

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F17 · balance_after: EV XIV-A owns of record 28,353,265 shares of Class B Common Stock; EV XIV-2A owns of record 5,425,917 shares of Class B Common Stock; EV XIV-3A owns of record 5,597,387 shares of Class B Common Stock; EV XIV-WIC owns of record 296,191 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 3,167,222 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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February 03, 2022 Filed Feb 7, 2022 21:23 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 5,003,309 $0.00 $0.00
Disclosure

SEC source: 0001104659-22-012944 · tm225797-1_4.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 44,289,167

Underlying: Class A Common Stock · 5,003,309 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.exercise_price: Represents: (i) 3,311,396 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,593 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 633,696 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 653,722 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 369,902 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "February 2022 Conversion Shares").

F4 · shares: Represents: (i) 3,311,396 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,593 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 633,696 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 653,722 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 369,902 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "February 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 3,311,396 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,593 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 633,696 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 653,722 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 369,902 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "February 2022 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to February 2022 Transfer (as defined below)) as follows: (i) 29,312,395 shares of Class B Common Stock held by EV XIV-A; (ii) 306,211 shares of Class B Common Stock held by EV XIV-WIC; (iii) 5,609,464 shares of Class B Common Stock held by EV XIV-2A; (iv) 5,786,735 shares of Class B Common Stock held by EV XIV-3A; and (v) 3,274,362 shares of Class B Common Stock held by EV XIV-C-AIV.

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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February 03, 2022 Filed Feb 7, 2022 21:23 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 550,815 $21.00 $11,567,115.00
Disclosure

SEC source: 0001104659-22-012944 · tm225797-1_4.xml · nonDerivative · entry 3

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,282,900

F13 · shares: Represents shares of Class A Common Stock transferred by EV XIV-C (the "C-Fund Transfer") concurrently with the February 2022 Transfer (as defined below).

F8 · price: This amount represents the purchase price in the 10b5-1 Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the February 2022 Transfer, and EV XIV-C also used this price per share for the purchase price of the shares of the Class A Common Stock under the C-Fund Transfer.

F15 · balance_after: After the 10b5-1 Trade and the C-Fund Transfer, EV XIV-C owns of record 16,282,900 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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February 03, 2022 Filed Feb 7, 2022 21:23 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 6,905,000 $21.00 $145,005,000.00
Disclosure

SEC source: 0001104659-22-012944 · tm225797-1_4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 16,833,715

F12 · shares: Represents shares of Class A Common Stock sold in a transaction pursuant to the 10b5-1 Sale Plan Agreement (the "Plan Agreement") entered into by the Record Holders on December 29, 2021 (the "10b5-1 Trade"). All sales contemplated by the Plan Agreement have been completed; the Plan Agreement is set to expire on February 10, 2022.

F8 · price: This amount represents the purchase price in the 10b5-1 Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the February 2022 Transfer, and EV XIV-C also used this price per share for the purchase price of the shares of the Class A Common Stock under the C-Fund Transfer.

F14 · balance_after: After the 10b5-1 Trade and prior to giving effect to the C-Fund Transfer, EV XIV-C owned of record 16,833,715 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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February 03, 2022 Filed Feb 7, 2022 21:23 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 5,003,309 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-22-012944 · tm225797-1_4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 23,738,715

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 3,311,396 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,593 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 633,696 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 653,722 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 369,902 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "February 2022 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the February 2022 Conversion Shares and 18,735,406 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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October 07, 2021 Filed Oct 12, 2021 20:40 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 3,622,962 $0.00 $0.00
Disclosure

SEC source: 0001104659-21-125497 · tm2129844-2_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 49,292,476

Underlying: Class A Common Stock · 3,622,962 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · shares: Represents: (i) 2,397,825 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 25,049 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 458,868 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 473,369 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 267,851 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "October 2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 2,397,825 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 25,049 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 458,868 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 473,369 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 267,851 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "October 2021 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held as follows: (i) 32,623,791 shares of Class B Common Stock held by EV XIV-A; (ii) 340,804 shares of Class B Common Stock held by EV XIV-WIC; (iii) 6,243,160 shares of Class B Common Stock held by EV XIV-2A; (iv) 6,440,457 shares of Class B Common Stock held by EV XIV-3A; and (v) 3,644,264 shares of Class B Common Stock held by EV XIV-C-AIV.

F11 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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October 07, 2021 Filed Oct 12, 2021 20:40 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 5,000,000 $18.50 $92,500,000.00
Disclosure

SEC source: 0001104659-21-125497 · tm2129844-2_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 18,735,406

F13 · shares: Represents shares of Class A Common Stock sold in a transaction pursuant to the 10b5-1 Sale Plan Agreements (the "Plans") entered into by the Record Holders on September 30, 2021 (the "10b5-1 Trade"). All sales contemplated by the Plans have been completed, and there are no securities available under the Plans remaining to be sold.

F8 · price: This amount represents the purchase price in the 10b5-1 Trade (as defined below).

F12 · balance_after: EV XIV-C owns of record 18,735,406 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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October 07, 2021 Filed Oct 12, 2021 20:40 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 3,622,962 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-21-125497 · tm2129844-2_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 23,735,406

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 2,397,825 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 25,049 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 458,868 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 473,369 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 267,851 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "October 2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the October 2021 Conversion Shares and 20,112,444 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F10 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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September 28, 2021 Filed Sep 30, 2021 18:33 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 3,000,000 $16.38 $49,140,000.00
Disclosure

SEC source: 0001104659-21-121369 · tm2128889-3_4seq1.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 52,915,438

Underlying: Class A Common Stock · 3,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · shares: Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2021 Transfer").

F8 · price: This amount represents the purchase price in the 144 Sale (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the June 2021 Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F9 · derivative.underlying_shares: Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2021 Transfer").

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F13 · balance_after: EV XIV-A owns of record 35,021,616 shares of Class B Common Stock; EV XIV-2A owns of record 6,702,028 shares of Class B Common Stock; EV XIV-3A owns of record 6,913,826 shares of Class B Common Stock; EV XIV-WIC owns of record 365,853 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 3,912,115 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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September 28, 2021 Filed Sep 30, 2021 18:33 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 4,608,218 $0.00 $0.00
Disclosure

SEC source: 0001104659-21-121369 · tm2128889-3_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 55,915,438

Underlying: Class A Common Stock · 4,608,218 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · shares: Represents: (i) 3,049,908 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 31,862 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 583,656 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 602,100 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 340,692 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 3,049,908 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 31,862 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 583,656 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 602,100 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 340,692 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2021 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the September 2021 Transfer (defined below)) as follows: (i) 37,007,140 shares of Class B Common Stock held by EV XIV-A; (ii) 386,595 shares of Class B Common Stock held by EV XIV-WIC; (iii) 7,081,994 shares of Class B Common Stock held by EV XIV-2A; (iv) 7,305,800 shares of Class B Common Stock held by EV XIV-3A; and (v) 4,133,909 shares of Class B Common Stock held by EV XIV-C-AIV.

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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September 28, 2021 Filed Sep 30, 2021 18:33 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 7,500,000 $16.38 $122,850,000.00
Disclosure

SEC source: 0001104659-21-121369 · tm2128889-3_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 20,112,444

F15 · shares: Represents shares of Class A Common Stock sold in an underwritten block trade transaction pursuant to the Issuer's registration statement on Form S-3 filed with the SEC on August 10, 2018 (the "Block Trade"), as follows: (i) 3,049,908 shares of Class A Common Stock sold by EV XIV-A; (ii) 31,862 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 583,656 shares of Class A Common Stock sold by EV XIV-2A; (iv) 602,100 shares of Class A Common Stock sold by EV XIV-3A; (v) 340,692 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,891,782 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the purchase price in the 144 Sale (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the June 2021 Transfer.

F14 · balance_after: EV XIV-C owns of record 20,112,444 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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September 28, 2021 Filed Sep 30, 2021 18:33 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 4,608,218 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-21-121369 · tm2128889-3_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 27,612,444

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 3,049,908 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 31,862 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 583,656 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 602,100 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 340,692 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the September 2021 Conversion Shares and 23,004,226 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 18, 2021 Filed Jun 21, 2021 17:17 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 5,000,000 $14.35 $71,750,000.00
Disclosure

SEC source: 0001104659-21-083590 · tm2120217-3_4seq1.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Footnotes

Disclosed balance after: 60,523,656

Underlying: Class A Common Stock · 5,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · shares: Represents: (i) 3,309,206 shares of Class B Common Stock transferred by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 369,657 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2021 Transfer").

F8 · price: This amount represents the purchase price in the 144 Sale (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the June 2021 Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F9 · derivative.underlying_shares: Represents: (i) 3,309,206 shares of Class B Common Stock transferred by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 369,657 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2021 Transfer").

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F13 · balance_after: EV XIV-A owns of record 40,057,048 shares of Class B Common Stock; EV XIV-2A owns of record 7,665,650 shares of Class B Common Stock; EV XIV-3A owns of record 7,907,900 shares of Class B Common Stock; EV XIV-WIC owns of record 418,457 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 4,474,601 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 18, 2021 Filed Jun 21, 2021 17:17 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 1,100,379 $0.00 $0.00
Disclosure

SEC source: 0001104659-21-083590 · tm2120217-3_4seq1.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Footnotes

Disclosed balance after: 65,523,656

Underlying: Class A Common Stock · 1,100,379 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · shares: Represents: (i) 728,276 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 7,608 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 139,369 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 143,773 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 81,353 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 728,276 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 7,608 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 139,369 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 143,773 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 81,353 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2021 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the June 2021 Transfer (defined below)) as follows: (i) 43,366,254 shares of Class B Common Stock held by EV XIV-A; (ii) 453,027 shares of Class B Common Stock held by EV XIV-WIC; (iii) 8,298,927 shares of Class B Common Stock held by EV XIV-2A; (iv) 8,561,190 shares of Class B Common Stock held by EV XIV-3A; and (v) 4,844,258 shares of Class B Common Stock held by EV XIV-C-AIV.

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 18, 2021 Filed Jun 21, 2021 17:17 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 7,600,000 $14.35 $109,060,000.00
Disclosure

SEC source: 0001104659-21-083590 · tm2120217-3_4seq1.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Footnotes

Disclosed balance after: 23,004,226

F15 · shares: Represents shares of Class A Common Stock sold in a transaction exempt from registration pursuant to Rule 144 under the Securities Act of 1933, as amended (the "144 Sale"), as follows: (i) 728,276 shares of Class A Common Stock sold by EV XIV-A; (ii) 7,608 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 139,369 shares of Class A Common Stock sold by EV XIV-2A; (iv) 143,773 shares of Class A Common Stock sold by EV XIV-3A; (v) 81,353 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 6,499,621 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the purchase price in the 144 Sale (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the June 2021 Transfer.

F14 · balance_after: EV XIV-C owns of record 23,004,226 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 18, 2021 Filed Jun 21, 2021 17:17 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 1,100,379 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-21-083590 · tm2120217-3_4seq1.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Footnotes

Disclosed balance after: 30,604,226

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 728,276 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 7,608 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 139,369 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 143,773 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 81,353 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the June 2021 Conversion Shares and 29,503,847 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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May 04, 2021 Filed May 6, 2021 17:36 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 GrantClass A Common Stock 11,522 $0.00 $0.00
Disclosure

SEC source: 0001209191-21-030664 · doc4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 596,320

F2 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan. Each RSU represents a contingent right to receive one share of Class A common stock of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

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March 05, 2021 Filed Mar 9, 2021 20:56 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass B Common Stock · Derivative 5,000,000 $10.16 $50,781,500.00
Disclosure

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · derivative · entry 5

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 66,624,035

Underlying: Class A Common Stock · 5,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F9 · shares: Represents: (i) 3,309,206 shares of Class B Common Stock transferred to the Issuer by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A; and (v) 910,693 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV (collectively, the "Issuer Transfer").

F8 · price: This amount represents the $10.50 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.34375 per share for shares sold pursuant to an underwritten public offering. The Issuer and the Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the Issuer Transfer.

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F9 · derivative.underlying_shares: Represents: (i) 3,309,206 shares of Class B Common Stock transferred to the Issuer by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A; and (v) 910,693 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV (collectively, the "Issuer Transfer").

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F13 · balance_after: EV XIV-A owns of record 44,094,530 shares of Class B Common Stock; EV XIV-2A owns of record 8,438,296 shares of Class B Common Stock; EV XIV-3A owns of record 8,704,963 shares of Class B Common Stock; EV XIV-WIC owns of record 460,635 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 4,925,611 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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March 05, 2021 Filed Mar 9, 2021 20:56 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass B Common Stock · Derivative 14,165,779 $0.00 $0.00
Disclosure

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 71,624,035

Underlying: Class A Common Stock · 14,165,779 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F10 · derivative.expiration_date: Not applicable.

F4 · derivative.underlying_shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F7 · balance_after: Represents shares of Class B Common Stock held (prior to giving effect to the Issuer Transfer (defined below)) as follows: (i) 47,403,736 shares of Class B Common Stock held by EV XIV-A; (ii) 495,205 shares of Class B Common Stock held by EV XIV-WIC; (iii) 9,071,573 shares of Class B Common Stock held by EV XIV-2A; (iv) 9,358,253 shares of Class B Common Stock held by EV XIV-3A; and (v) 5,295,268 shares of Class B Common Stock held by EV XIV-C-AIV.

F12 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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March 05, 2021 Filed Mar 9, 2021 20:56 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 SaleClass A Common Stock 19,550,000 $10.16 $198,555,665.00
Disclosure

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 29,503,847

F15 · shares: Represents shares of Class A Common Stock sold in a secondary public offering as follows: (i) 9,375,495 shares of Class A Common Stock sold by EV XIV-A; (ii) 97,942 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 1,794,173 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,850,872 shares of Class A Common Stock sold by EV XIV-3A; (v) 1,047,297 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 5,384,221 shares of Class A Common Stock sold by EV XIV-C.

F8 · price: This amount represents the $10.50 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.34375 per share for shares sold pursuant to an underwritten public offering. The Issuer and the Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the Issuer Transfer.

F14 · balance_after: EV XIV-C owns of record 29,503,847 shares of Class A Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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March 05, 2021 Filed Mar 9, 2021 20:56 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 ConversionClass A Common Stock 14,165,779 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-21-034018 · tm219222d3_4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 49,053,847

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · shares: Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").

F1 · price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F5 · balance_after: Represents the 2021 Conversion Shares and 34,888,068 shares of Class A Common Stock held by EV XIV-C.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

F3 · ownership.nature: EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

F11 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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February 01, 2021 Filed Feb 1, 2021 19:22 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 GrantClass A Common Stock 375,000 $0.00 $0.00
Disclosure

SEC source: 0001104659-21-010373 · a4.xml · nonDerivative · entry 2

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 535,000

F3 · shares: Reflects 375,000 shares of the Class A Common Stock issued to Mr. Walker pursuant to a non-competition agreement entered into in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division.

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May 04, 2020 Filed May 6, 2020 16:21 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 GrantClass A Common Stock 27,837 $0.00 $0.00
Disclosure

SEC source: 0001209191-20-027469 · doc4.xml · nonDerivative · entry 3

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,798

F2 · shares: Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

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December 18, 2019 Filed Dec 18, 2019 21:46 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 Disposition to issuerClass B Common Stock · Derivative 6,000,000 $11.52 $69,120,000.00
Disclosure

SEC source: 0001104659-19-073997 · tm1926583-3_4.xml · derivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 85,789,814

Underlying: Class A Common Stock · 6,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F3 · shares: Represents (i) 3,971,047 shares of Class B Common Stock transferred to the Issuer by EV XIV-A, (ii) 41,484 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC, (iii) 759,933 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A, (iv) 783,947 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A and (v) 443,589 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV. (The shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F1 · derivative.exercise_date: Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

F4 · derivative.expiration_date: Not applicable.

F5 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by the Record Holders.

F6 · balance_after: EV XIV-A owns of record 56,779,231 shares of Class B Common Stock; EV XIV-2A owns of record 10,865,746 shares of Class B Common Stock; EV XIV-3A owns of record 11,209,125 shares of Class B Common Stock; EV XIV-WIC owns of record 593,147 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,342,565 shares of Class B Common Stock.

F2 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC and EV XIV-C-AIV together, the "Record Holders"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F7 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined above) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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June 07, 2019 Filed Jun 11, 2019 16:27 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 GrantClass A Common Stock 10,961 $0.00 $0.00
Disclosure

SEC source: 0001209191-19-036092 · doc4.xml · nonDerivative · entry 3

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,961

F2 · shares: Reflects restricted stock units (RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

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March 29, 2019 Filed Apr 5, 2019 16:30 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 Disposition to issuerClass B Common Stock · Derivative 1,556,911 $10.00 $15,569,110.00
Disclosure

SEC source: 0001144204-19-018428 · tv518260_4.xml · derivative · entry 4

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 91,789,814

Underlying: Class A Common Stock · 1,556,991 shares

Expires not disclosed

F7 · derivative.exercise_price: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F6 · shares: Represents (i) 862,923 shares of Class B Common Stock transferred to the Issuer by EV XIV-A, (ii) 9,015 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC, (iii) 550,458 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A, (iv) 38,121 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A and (v) 96,394 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV, each as a portion of the final settlement payable in connection with the Business Combination.

F7 · derivative.exercise_date: Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).

F8 · derivative.expiration_date: Not applicable.

F9 · balance_after: Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

F10 · balance_after: EV XIV-A owns of record 60,750,278 shares of Class B Common Stock; EV XIV-2A owns of record 11,625,679 shares of Class B Common Stock; EV XIV-3A owns of record 11,993,072 shares of Class B Common Stock; EV XIV-WIC owns of record 634,631 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,786,154 shares of Class B Common Stock.

F3 · ownership.nature: Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock. The Issuer has approved the grant of RSUs immediately following the effectiveness of the Issuer's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) his or her ceasing to be a director or service provider to the Issuer or an affiliate of the Issuer or (ii) a change in control, as defined in the Plan.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F5 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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March 29, 2019 Filed Apr 5, 2019 16:30 UTC Magnolia Oil & Gas Corp MGY · Entity 1979 Disposition to issuerClass A Common Stock 495,565 $10.00 $4,955,650.00
Disclosure

SEC source: 0001144204-19-018428 · tv518260_4.xml · nonDerivative · entry 1

Walker John B · CIK 0001374442 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 34,888,068

F1 · shares: Represents 495,565 shares of the Issuer's Class A Common Stock ("Class A Common Stock") transferred to the Issuer by EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on March 29, 2019 as a portion of the final settlement payable in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").

F2 · balance_after: EV XIV-C owns of record 34,888,068 shares of Class A Common Stock.

F4 · ownership.nature: EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.

F5 · ownership.nature: Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.