person · Reporting owner
EnerVest Energy Institutional Fund XIV-C, L.P.
Disclosed activity across 1 company
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Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Magnolia Oil & Gas CorpMGY · Entity 1979 | Director | September 23, 2024 | September 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.
Magnolia Oil & Gas Corp
Report date September 23, 2024 · Filed September 25, 2024
Jointly reported with EnerVest, Ltd., EnerVest Management GP, L.C., EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-C-AIV, L.P., EnerVest Investment Services, L.L.C.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common StockSEC Table I · non-derivative | Direct | 9,099,403 |
Reported balance
After 2024-09-23 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 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). 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"). 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"). F3: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5: Represents the September 2024 Conversion Shares and 4,164,961 shares of Class A Common Stock held by EV XIV-C. F9: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| Class A Common StockSEC Table I · non-derivative | Direct | 2,099,403 |
Reported balance
After 2024-09-23 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 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. F7: 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. 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"). 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"). F3: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F13: EV XIV-C owns of record 2,099,403 shares of Class A Common Stock. |
| Class B Common StockSEC Table II · derivative / convertible security | Direct | 6,023,479 |
Reported balance
After 2024-09-23 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 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"). F8: Not applicable. 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"). 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"). F3: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6: 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. F9: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") |
| Class B Common StockSEC Table II · derivative / convertible security | Direct | 5,523,479 |
Reported balance
After 2024-09-23 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 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"). F7: 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. F8: Not applicable. 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"). 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"). F3: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. |
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"). 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").
F3: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder").
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 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.
F7: 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.
F8: Not applicable.
F9: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder.
F10: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
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
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| September 23, 2024 Filed Sep 25, 2024 18:39 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 500,000 | $25.86 | $12,930,000.00 |
DisclosureSEC source: 0001104659-24-102887 · tm2424887-2_4seq1.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director EnerVest Management GP, L.C. · CIK 0001749934 · Director EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · Director EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · Director EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · Director EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · Director EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · Director EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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"). F7 · 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| September 23, 2024 Filed Sep 25, 2024 18:39 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 4,934,442 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-24-102887 · tm2424887-2_4seq1.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director EnerVest Management GP, L.C. · CIK 0001749934 · Director EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · Director EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · Director EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · Director EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · Director EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · Director EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| September 23, 2024 Filed Sep 25, 2024 18:39 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 7,000,000 | $25.86 | $181,020,000.00 |
DisclosureSEC source: 0001104659-24-102887 · tm2424887-2_4seq1.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director EnerVest Management GP, L.C. · CIK 0001749934 · Director EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · Director EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · Director EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · Director EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · Director EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · Director EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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. F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F13 · balance_after: EV XIV-C owns of record 2,099,403 shares of Class A Common Stock. Read SEC document |
| September 23, 2024 Filed Sep 25, 2024 18:39 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 4,934,442 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-24-102887 · tm2424887-2_4seq1.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director EnerVest Management GP, L.C. · CIK 0001749934 · Director EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · Director EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · Director EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · Director EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · Director EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · Director EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the September 2024 Conversion Shares and 4,164,961 shares of Class A Common Stock held by EV XIV-C. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| May 14, 2024 Filed May 15, 2024 21:40 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 3,000,000 | $25.58 | $76,740,000.00 |
DisclosureSEC source: 0001104659-24-062155 · tm2414674-1_4seq1.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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"). F7 · 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| May 14, 2024 Filed May 15, 2024 21:40 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 7,868,884 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-24-062155 · tm2414674-1_4seq1.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| May 14, 2024 Filed May 15, 2024 21:40 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 12,000,000 | $25.58 | $306,960,000.00 |
DisclosureSEC source: 0001104659-24-062155 · tm2414674-1_4seq1.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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. F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F13 · balance_after: EV XIV-C owns of record 4,164,961 shares of Class A Common Stock. Read SEC document |
| May 14, 2024 Filed May 15, 2024 21:40 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 7,868,884 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-24-062155 · tm2414674-1_4seq1.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the May 2024 Conversion Shares and 4,131,116 shares of Class A Common Stock held by EV XIV-C. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| November 08, 2022 Filed Nov 8, 2022 16:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 2,000,000 | $24.26 | $48,520,000.00 |
DisclosureSEC source: 0001104659-22-115957 · tm2229976-1_4seq1.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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"). F7 · 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| November 08, 2022 Filed Nov 8, 2022 16:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 4,883,627 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-115957 · tm2229976-1_4seq1.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| November 08, 2022 Filed Nov 8, 2022 16:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 7,500,000 | $24.26 | $181,950,000.00 |
DisclosureSEC source: 0001104659-22-115957 · tm2229976-1_4seq1.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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. F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F13 · balance_after: EV XIV-C owns of record 8,296,077 shares of Class A Common Stock. Read SEC document |
| November 08, 2022 Filed Nov 8, 2022 16:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 4,883,627 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-115957 · tm2229976-1_4seq1.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the November 2022 Conversion Shares and 10,912,450 shares of Class A Common Stock held by EV XIV-C. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| June 06, 2022 Filed Jun 6, 2022 17:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 2,000,000 | $27.01 | $54,020,000.00 |
DisclosureSEC source: 0001104659-22-068604 · tm2217758-3_4seq.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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"). F7 · 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| June 06, 2022 Filed Jun 6, 2022 17:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 4,883,627 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-068604 · tm2217758-3_4seq.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| June 06, 2022 Filed Jun 6, 2022 17:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 7,500,000 | $27.01 | $202,575,000.00 |
DisclosureSEC source: 0001104659-22-068604 · tm2217758-3_4seq.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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. F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F13 · balance_after: EV XIV-C owns of record 10,912,450 shares of Class A Common Stock. Read SEC document |
| June 06, 2022 Filed Jun 6, 2022 17:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 4,883,627 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-068604 · tm2217758-3_4seq.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 18,412,450 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the June 2022 Conversion Shares and 13,528,823 shares of Class A Common Stock held by EV XIV-C. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| March 14, 2022 Filed Mar 14, 2022 20:22 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 2,500,000 | $21.72 | $54,300,000.00 |
DisclosureSEC source: 0001104659-22-033507 · tm229229-2_4seq1.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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"). F7 · 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| March 14, 2022 Filed Mar 14, 2022 20:22 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 4,745,923 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-033507 · tm229229-2_4seq1.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| March 14, 2022 Filed Mar 14, 2022 20:22 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 7,500,000 | $21.72 | $162,900,000.00 |
DisclosureSEC source: 0001104659-22-033507 · tm229229-2_4seq1.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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. F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F13 · balance_after: EV XIV-C owns of record 13,528,823 shares of Class A Common Stock. Read SEC document |
| March 14, 2022 Filed Mar 14, 2022 20:22 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 4,745,923 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-033507 · tm229229-2_4seq1.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · Director EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the March 2022 Conversion Shares and 16,282,900 shares of Class A Common Stock held by EV XIV-C. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| February 03, 2022 Filed Feb 7, 2022 21:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 1,449,185 | $21.00 | $30,432,885.00 |
DisclosureSEC source: 0001104659-22-012945 · tm225797-2_4.xml · derivative · entry 5 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 42,839,982 Underlying: Class A Common Stock · 1,449,185 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). 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"). F7 · 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| February 03, 2022 Filed Feb 7, 2022 21:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 5,003,309 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-012945 · tm225797-2_4.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| February 03, 2022 Filed Feb 7, 2022 21:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 550,815 | $21.00 | $11,567,115.00 |
DisclosureSEC source: 0001104659-22-012945 · tm225797-2_4.xml · nonDerivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| February 03, 2022 Filed Feb 7, 2022 21:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 6,905,000 | $21.00 | $145,005,000.00 |
DisclosureSEC source: 0001104659-22-012945 · tm225797-2_4.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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") entered into by the Record Holders on December 29, 2021 (the "10b5-1 Trade"). All sales contemplated by the Plan have been completed; the Plan is set to expire on February 10, 2022. F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| February 03, 2022 Filed Feb 7, 2022 21:24 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 5,003,309 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-012945 · tm225797-2_4.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the February 2022 Conversion Shares and 18,735,406 shares of Class A Common Stock held by EV XIV-C. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| October 07, 2021 Filed Oct 12, 2021 20:39 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 3,622,962 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-21-125496 · tm2129844-1_4seq1.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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 · derivative.exercise_price: 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"). 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). F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIVC- AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| October 07, 2021 Filed Oct 12, 2021 20:39 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 5,000,000 | $18.50 | $92,500,000.00 |
DisclosureSEC source: 0001104659-21-125496 · tm2129844-1_4seq1.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 18,735,406 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. F7 · price: This amount represents the purchase price in the 10b5-1 Trade (as defined below). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIVC- AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F12 · balance_after: EV XIV-C owns of record 18,735,406 shares of Class A Common Stock. Read SEC document |
| October 07, 2021 Filed Oct 12, 2021 20:39 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 3,622,962 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-21-125496 · tm2129844-1_4seq1.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIVC- AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the October 2021 Conversion Shares and 20,112,444 shares of Class A Common Stock held by EV XIV-C. F9 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F10 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| September 28, 2021 Filed Sep 30, 2021 18:32 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 3,000,000 | $16.38 | $49,140,000.00 |
DisclosureSEC source: 0001104659-21-121368 · tm2128889-2_4seq1.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F8 · 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 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 · 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"). F7 · 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 Class B Common Stock under the September 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). F9 · derivative.expiration_date: Not applicable. F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| September 28, 2021 Filed Sep 30, 2021 18:32 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 4,608,218 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-21-121368 · tm2128889-2_4seq1.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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 · derivative.exercise_price: 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"). 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). F9 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| September 28, 2021 Filed Sep 30, 2021 18:32 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 7,500,000 | $16.38 | $122,850,000.00 |
DisclosureSEC source: 0001104659-21-121368 · tm2128889-2_4seq1.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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. F7 · 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 Class B Common Stock under the September 2021 Transfer. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F14 · balance_after: EV XIV-C owns of record 20,112,444 shares of Class A Common Stock. Read SEC document |
| September 28, 2021 Filed Sep 30, 2021 18:32 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 4,608,218 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-21-121368 · tm2128889-2_4seq1.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the September 2021 Conversion Shares and 23,004,226 shares of Class A Common Stock held by EV XIV-C. F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| June 18, 2021 Filed Jun 21, 2021 17:16 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 5,000,000 | $14.35 | $71,750,000.00 |
DisclosureSEC source: 0001104659-21-083587 · tm2120217-2_4seq1.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F8 · derivative.exercise_price: 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 · 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"). F7 · 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). F9 · derivative.expiration_date: Not applicable. F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| June 18, 2021 Filed Jun 21, 2021 17:16 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 1,100,379 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-21-083587 · tm2120217-2_4seq1.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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 · derivative.exercise_price: 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"). 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). F9 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| June 18, 2021 Filed Jun 21, 2021 17:16 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 7,600,000 | $14.35 | $109,060,000.00 |
DisclosureSEC source: 0001104659-21-083587 · tm2120217-2_4seq1.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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. F7 · 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F14 · balance_after: EV XIV-C owns of record 23,004,226 shares of Class A Common Stock. Read SEC document |
| June 18, 2021 Filed Jun 21, 2021 17:16 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 1,100,379 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-21-083587 · tm2120217-2_4seq1.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the June 2021 Conversion Shares and 29,503,847 shares of Class A Common Stock held by EV XIV-C. F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| March 05, 2021 Filed Mar 9, 2021 20:53 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass B Common Stock · Derivative | 5,000,000 | $10.16 | $50,781,500.00 |
DisclosureSEC source: 0001104659-21-034017 · tm219222d1_4.xml · derivative · entry 4 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F8 · derivative.exercise_price: 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 · 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"). F7 · 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). F9 · derivative.expiration_date: Not applicable. F8 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| March 05, 2021 Filed Mar 9, 2021 20:53 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass B Common Stock · Derivative | 14,165,779 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-21-034017 · tm219222d1_4.xml · derivative · entry 3 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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 · derivative.exercise_price: 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"). 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). F9 · 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"). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F6 · 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. F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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.") Read SEC document |
| March 05, 2021 Filed Mar 9, 2021 20:53 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | SaleClass A Common Stock | 19,550,000 | $10.16 | $198,555,665.00 |
DisclosureSEC source: 0001104659-21-034017 · tm219222d1_4.xml · nonDerivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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. F6 · price: 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. F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F14 · balance_after: EV XIV-C owns of record 29,503,847 shares of Class A Common Stock. Read SEC document |
| March 05, 2021 Filed Mar 9, 2021 20:53 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | ConversionClass A Common Stock | 14,165,779 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-21-034017 · tm219222d1_4.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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). F2 · balance_after: 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"), 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"). F3 · balance_after: EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder"). F5 · balance_after: Represents the 2021 Conversion Shares and 34,888,068 shares of Class A Common Stock held by EV XIV-C. F10 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. F11 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| 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 |
DisclosureSEC source: 0001144204-19-018426 · tv518262_4.xml · derivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 91,789,814 Underlying: Class A Common Stock · 1,556,911 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. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. (continue with footnote (5)) F5 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. 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. Read SEC document |
| 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 |
DisclosureSEC source: 0001144204-19-018426 · tv518262_4.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · Director · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct 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. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. (continue with footnote (5)) F5 · balance_after: Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| October 04, 2018 Filed Oct 9, 2018 16:59 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | GrantClass B Common Stock · Derivative | 2,894,551 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-18-053020 · tv504519_form4.xml · derivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 93,346,725 Underlying: Class A Common Stock · 93,346,725 shares Expires not disclosed F6 · 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). F5 · shares: Represents (i) 1,924,907 shares of Class B Common Stock issued to EV XIV-A, (ii) 20,107 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 357,422 shares of Class B Common Stock issued to EV XIV-2A, (iv) 377,102 shares of Class B Common Stock issued to EV XIV-3A and (v) 215,013 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on October 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination. F6 · 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). F7 · derivative.expiration_date: Not applicable. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F8 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (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.") F9 · balance_after: EV XIV-A owns of record 61,613,201 shares of Class B Common Stock; EV XIV-2A owns of record 12,176,137 shares of Class B Common Stock; EV XIV-3A owns of record 12,031,193 shares of Class B Common Stock; EV XIV-WIC owns of record 643,646 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,882,548 shares of Class B Common Stock. F10 · balance_after: Each Record Holder and each of the Non-Fund Entities 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 some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| October 04, 2018 Filed Oct 9, 2018 16:59 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | GrantClass A Common Stock | 1,105,449 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-18-053020 · tv504519_form4.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 35,383,633 F1 · shares: Represents 1,105,449 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on October 4, 2018 as a portion of earnout consideration 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 35,383,633 shares of Class A Common Stock. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| September 04, 2018 Filed Sep 6, 2018 17:00 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | GrantClass B Common Stock · Derivative | 3,256,370 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-18-048322 · tv502446_4.xml · derivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 90,452,174 Underlying: Class A Common Stock · Not disclosed shares Expires not disclosed F6 · 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). F5 · shares: Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on September 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination. F6 · 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). F7 · derivative.expiration_date: Not applicable. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F8 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (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.") F9 · balance_after: EV XIV-A owns of record 59,688,294 shares of Class B Common Stock; EV XIV-2A owns of record 11,818,715 shares of Class B Common Stock; EV XIV-3A owns of record 11,654,091 shares of Class B Common Stock; EV XIV-WIC owns of record 623,539 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,667,535 shares of Class B Common Stock. F10 · balance_after: Each Record Holder and each of the Non-Fund Entities 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 some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| September 04, 2018 Filed Sep 6, 2018 17:00 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | GrantClass A Common Stock | 1,243,630 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-18-048322 · tv502446_4.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 34,278,184 F1 · shares: Represents 1,243,630 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on September 4, 2018 as a portion of earnout consideration 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 34,278,184 shares of Class A Common Stock. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| August 16, 2018 Filed Aug 24, 2018 18:52 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | GrantClass B Common Stock · Derivative | 3,256,370 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-18-046325 · v501681_4.xml · derivative · entry 2 EnerVest, Ltd. · CIK 0001375345 · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 87,195,804 Underlying: Class A Common Stock · 87,195,804 shares Expires not disclosed F6 · 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, in which the Company 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). F5 · shares: Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on August 16, 2018 as a portion of earnout consideration payable in connection with the Business Combination. F6 · 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, in which the Company 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). F7 · derivative.expiration_date: Not applicable. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. F8 · balance_after: Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (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.") F9 · balance_after: EV XIV-A owns of record 57,522,774 shares of Class B Common Stock; EV XIV-2A owns of record 11,416,615 shares of Class B Common Stock; EV XIV-3A owns of record 11,229,851 shares of Class B Common Stock; EV XIV-WIC owns of record 600,919 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,425,645 shares of Class B Common Stock. F10 · balance_after: Each Record Holder and each of the Non-Fund Entities 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 some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
| August 16, 2018 Filed Aug 24, 2018 18:52 UTC | Magnolia Oil & Gas Corp MGY · Entity 1979 | GrantClass A Common Stock | 1,243,630 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-18-046325 · v501681_4.xml · nonDerivative · entry 1 EnerVest, Ltd. · CIK 0001375345 · 10% owner EnerVest Management GP, L.C. · CIK 0001749934 · 10% owner EnerVest Energy Institutional Fund XIV-A, L.P. · CIK 0001634806 · 10% owner EnerVest Energy Institutional Fund XIV-2A, L.P. · CIK 0001674589 · 10% owner EnerVest Energy Institutional Fund XIV-3A, L.P. · CIK 0001677997 · 10% owner EnerVest Energy Institutional Fund XIV-WIC, L.P. · CIK 0001749857 · 10% owner EnerVest Energy Institutional Fund XIV-C, L.P. · CIK 0001634809 · 10% owner EnerVest Energy Institutional Fund XIV-C-AIV, L.P. · CIK 0001749935 · 10% owner EnerVest Investment Services, L.L.C. · CIK 0001749921 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 33,034,554 F1 · shares: Represents 1,243,630 shares of Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on August 16, 2018 as a portion of earnout consideration payable in connection with Magnolia Oil & Gas Corporation's (the "Company") business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination"). F2 · balance_after: EV XIV-C owns of record 33,034,554 shares of Class A Common Stock. F3 · balance_after: 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder"). F4 · balance_after: Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.