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EnCap Partners GP, LLC

Disclosed activity across 9 companies

Tapewire entity
90874
SEC CIK
0001726182

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Chord Energy CorpOAS · Entity 63010% ownerJune 11, 2018June 13, 2018
Kimbell Royalty Partners, LPKRP · Entity 453510% ownerMay 17, 2023May 24, 2023

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.

Chord Energy Corp

Report date June 11, 2018 · Filed June 13, 2018

Jointly reported with ENCAP ENERGY CAPITAL FUND VI L P, EnCap VI-B Acquisitions, L.P., ENCAP ENERGY CAPITAL FUND VII LP, EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect33,106,166 Reported balance After 2018-06-11 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2018-06-11 · Other · Acquired 25,821,413 · Balance 33,106,166

F1: Pursuant to the company agreement of Forge Energy, LLC ("Forge Energy"), on June 11, 2018, Forge Energy made a distribution of the securities of the issuer to its sole member, Forge Energy Holdings, LLC ("Forge Energy Holdings"). Pursuant to the company agreement of Forge Energy Holdings, on the same date, Forge Energy Holdings made a pro rata distribution of the securities of the issuer to all of its members, of which EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") and EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest") are members.

F2: As a result of the foregoing distributions by Forge Energy and Forge Energy Holdings, EnCap Fund VIII directly owns 18,774,504 shares of common stock of the issuer and EnCap Fund VIII Co-Invest directly owns 7,046,909 shares of common stock of the issuer. As described below, EnCap Fund VIII and EnCap Fund VIII Co-Invest are each under common control with EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap VI-B Acquisitions, L.P. ("EnCap VI-B") and EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII" and, together with EnCap Fund VI, EnCap VI-B, EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds"),

F3: The EnCap Funds are controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP is the general partner of EnCap Partners, LP ("EnCap Partners LP"), which is the sole member of EnCap Investments Holdings, LLC ("EnCap Investments Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Investments Holdings Blocker"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the sole member of each of (i) EnCap Equity Fund VI GP, LLC ("EnCap Fund VI GP LLC"), which is the sole general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), (ii) EnCap Equity Fund VII GP, LLC ("EnCap Fund VII GP LLC"),

F4: (Continued from footnote 3) which is the sole general partner of EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and (iii) EnCap Equity Fund VIII GP, LLC ("EnCap Fund VIII GP LLC"), which is the sole general partner of EnCap Equity Fund VIII GP, L.P. ("Equity Fund VIII GP").

F5: EnCap Fund VI GP is the sole general partner of EnCap Fund VI and EnCap Fund VI-B, EnCap Fund VII GP is the sole general partner of EnCap Fund VII and EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. Therefore EnCap Partners GP, EnCap Partners LP, EnCap Investments Holdings, EnCap Investments Holdings Blocker, EnCap Investments GP, EnCap Investments LP, EnCap Fund VI GP LLC, EnCap Fund VI GP, EnCap Fund VII GP LLC, EnCap Fund VII GP, EnCap Fund VIII GP LLC and EnCap Fund VIII GP may be deemed to beneficially own the reported securities.

F6: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the company agreement of Forge Energy, LLC ("Forge Energy"), on June 11, 2018, Forge Energy made a distribution of the securities of the issuer to its sole member, Forge Energy Holdings, LLC ("Forge Energy Holdings"). Pursuant to the company agreement of Forge Energy Holdings, on the same date, Forge Energy Holdings made a pro rata distribution of the securities of the issuer to all of its members, of which EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") and EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest") are members.

F2: As a result of the foregoing distributions by Forge Energy and Forge Energy Holdings, EnCap Fund VIII directly owns 18,774,504 shares of common stock of the issuer and EnCap Fund VIII Co-Invest directly owns 7,046,909 shares of common stock of the issuer. As described below, EnCap Fund VIII and EnCap Fund VIII Co-Invest are each under common control with EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap VI-B Acquisitions, L.P. ("EnCap VI-B") and EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII" and, together with EnCap Fund VI, EnCap VI-B, EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds"),

F3: The EnCap Funds are controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP is the general partner of EnCap Partners, LP ("EnCap Partners LP"), which is the sole member of EnCap Investments Holdings, LLC ("EnCap Investments Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Investments Holdings Blocker"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the sole member of each of (i) EnCap Equity Fund VI GP, LLC ("EnCap Fund VI GP LLC"), which is the sole general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), (ii) EnCap Equity Fund VII GP, LLC ("EnCap Fund VII GP LLC"),

F4: (Continued from footnote 3) which is the sole general partner of EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and (iii) EnCap Equity Fund VIII GP, LLC ("EnCap Fund VIII GP LLC"), which is the sole general partner of EnCap Equity Fund VIII GP, L.P. ("Equity Fund VIII GP").

F5: EnCap Fund VI GP is the sole general partner of EnCap Fund VI and EnCap Fund VI-B, EnCap Fund VII GP is the sole general partner of EnCap Fund VII and EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. Therefore EnCap Partners GP, EnCap Partners LP, EnCap Investments Holdings, EnCap Investments Holdings Blocker, EnCap Investments GP, EnCap Investments LP, EnCap Fund VI GP LLC, EnCap Fund VI GP, EnCap Fund VII GP LLC, EnCap Fund VII GP, EnCap Fund VIII GP LLC and EnCap Fund VIII GP may be deemed to beneficially own the reported securities.

F6: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

Kimbell Royalty Partners, LP

Report date May 17, 2023 · Filed May 24, 2023

Jointly reported with MB Minerals, L.P., Sabalo Midland Basin, Inc., EnCap Energy Capital Fund IX, L.P., EnCap Energy Capital Fund VIII, L.P.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common UnitsSEC Table I · non-derivativeIndirectSee footnotes4,541,914 Reported balance Holding disclosure · report date 2023-05-17 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 4,541,914

F2: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which is the general partner of EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII").

F4: These securities are directly held by Fund VIII. EnCap Partners GP indirectly manages EnCap Fund VIII. Therefore, EnCap Partners GP may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP and EnCap Fund VIII have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Class B Common UnitsSEC Table I · non-derivativeIndirectSee footnotes5,369,218 Reported balance Holding disclosure · report date 2023-05-17 · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · Balance 5,369,218

F1: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units ("Common Units") representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash.

F2: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which is the general partner of EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII").

F3: (Continued from Footnote 2) Additionally, EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"), which is the sole stockholder of Sabalo Midland Basin, Inc. ("Sabalo Midland Basin"), which is the general partner of MB Minerals, L.P. ("MB Minerals").

F5: These securities are directly held by MB Minerals. On April 11, 2023, pursuant to the purchase and sale agreement (the "Kimbell PSA") by and among MB Minerals, Barry Clark, Michael F. Dignam Jr., Thomas A. Medary, Wayne A. Psencik and the Issuer and Kimbell Royalty Operating, LLC, MB Minerals received 5,369,218 OpCo Units and an equivalent amount of Class B Units. EnCap Partners GP indirectly manages Fund IX, which is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, EnCap Fund IX and Sabalo Midland Basin may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

F6: (Continued from Footnote 5) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund IX, Sabalo Midland Basin and MB Minerals have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

OpCo Common UnitsSEC Table II · derivative / convertible security · Conversion / exercise price $0.00IndirectSee footnotesNot disclosed Reported balance Holding disclosure · report date 2023-05-17 · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · Balance Not disclosed

F1: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units ("Common Units") representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash.

F2: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which is the general partner of EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII").

F3: (Continued from Footnote 2) Additionally, EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"), which is the sole stockholder of Sabalo Midland Basin, Inc. ("Sabalo Midland Basin"), which is the general partner of MB Minerals, L.P. ("MB Minerals").

F5: These securities are directly held by MB Minerals. On April 11, 2023, pursuant to the purchase and sale agreement (the "Kimbell PSA") by and among MB Minerals, Barry Clark, Michael F. Dignam Jr., Thomas A. Medary, Wayne A. Psencik and the Issuer and Kimbell Royalty Operating, LLC, MB Minerals received 5,369,218 OpCo Units and an equivalent amount of Class B Units. EnCap Partners GP indirectly manages Fund IX, which is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, EnCap Fund IX and Sabalo Midland Basin may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

F6: (Continued from Footnote 5) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund IX, Sabalo Midland Basin and MB Minerals have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units ("Common Units") representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash.

F2: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which is the general partner of EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII").

F3: (Continued from Footnote 2) Additionally, EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"), which is the sole stockholder of Sabalo Midland Basin, Inc. ("Sabalo Midland Basin"), which is the general partner of MB Minerals, L.P. ("MB Minerals").

F4: These securities are directly held by Fund VIII. EnCap Partners GP indirectly manages EnCap Fund VIII. Therefore, EnCap Partners GP may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP and EnCap Fund VIII have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

F5: These securities are directly held by MB Minerals. On April 11, 2023, pursuant to the purchase and sale agreement (the "Kimbell PSA") by and among MB Minerals, Barry Clark, Michael F. Dignam Jr., Thomas A. Medary, Wayne A. Psencik and the Issuer and Kimbell Royalty Operating, LLC, MB Minerals received 5,369,218 OpCo Units and an equivalent amount of Class B Units. EnCap Partners GP indirectly manages Fund IX, which is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, EnCap Fund IX and Sabalo Midland Basin may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

F6: (Continued from Footnote 5) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund IX, Sabalo Midland Basin and MB Minerals have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Past disclosures · reporting ended (7)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

DEVON ENERGY CORP/DE

Report date February 22, 2021 · Filed February 25, 2021

Jointly reported with Felix Investments Holdings II, LLC, Felix Energy Investments II, LLC, EnCap Energy Capital Fund X, L.P., Felix STACK Holdings, LLC, EnCap FEx Holdings, LLC, EnCap Energy Capital Fund IX, L.P.

Section 16 reporting ended · disclosed 2021-02-25. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect59,158,779 Reported balance After 2021-02-22 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2021-02-22 · Sale · Disposed 29,579,389 · Balance 59,158,779

F1: On February 22, 2021, Felix Investments Holdings II, LLC ("Felix Holdings") (on behalf of EnCap Energy Capital Fund X, L.P. ("EnCap Fund X")) and Felix STACK Holdings, LLC ("Felix STACK") executed a block trade under Rule 144 pursuant to which an aggregate of 29,579,389 shares of the Issuer's common stock, $0.10 par value per share ("Common Stock"), were sold for $21.05 per share, which shares included 26,326,096 shares that were held of record by Felix Holdings and 3,253,293 shares that were held of record by Felix STACK (such sale, the "Block Trade"). As of immediately following the Block Trade, 52,652,193 of the shares of Common Stock reflected in this report were held of record by Felix Holdings and 6,506,586 of such shares were held of record by Felix STACK.

F4: Felix Investments is the direct and indirect sole owner of Felix Holdings. EnCap Fund X is a member of Felix Investments that holds the right to appoint two of the three representatives to the board of managers of Felix Investments, and pursuant to the limited liability company agreement of Felix Holdings, the members of the Felix Holdings board of managers are required to be comprised of the same individuals as the Felix Investments board of managers. EnCap FEx is a member of Felix STACK that holds the right to appoint two of the four representatives to the board of managers of Felix STACK. Each of the two representatives to the board of managers of Felix STACK appointed by EnCap FEx possesses one and one-half votes and the other two representatives to the board of managers of Felix STACK possess one vote each (for a total of five votes for all managers).

F5: Continued from footnote (4): EnCap Fund IX is the sole managing member of EnCap FEx. Each of EnCap Fund IX and EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX, and EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X.

F6: Continued from footnote (5): Each of Felix Investments, EnCap FEx, EnCap Fund IX, EnCap Fund IX GP, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Common StockSEC Table I · non-derivativeDirect43,099,884 Reported balance After 2021-02-22 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2021-02-22 · Other · Disposed 16,058,895 · Balance 43,099,884

F2: On February 22, 2021, following the Block Trade, Felix Holdings distributed an aggregate of 46,479,870 shares of Common Stock (the "Distributed FEI Shares") to certain of its affiliates, including Felix Energy Investments II, LLC ("Felix Investments"), and Felix STACK distributed 6,506,586 shares of Common Stock (the "Distributed FEx Shares") to EnCap FEx Holdings, LLC ("EnCap FEx"), in each case, for no consideration. As a result of such transactions and a series of subsequent distributions by such affiliates and the recipients thereof, (a) Felix Holdings retained and is record holder of 6,172,323 shares of Common Stock; (b) Felix Investments retained an indirect interest in the 6,172,323 shares of Common Stock held by Felix Holdings; (c) EnCap Fund X received and is record holder of 30,420,975 of the Distributed FEI Shares; (d) Felix STACK and EnCap FEx are no longer direct or indirect owners of any shares of Common Stock;

F3: Continued from footnote (2): and (e) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") received and is record holder of 6,506,586 of the Distributed FEx Shares.

F4: Felix Investments is the direct and indirect sole owner of Felix Holdings. EnCap Fund X is a member of Felix Investments that holds the right to appoint two of the three representatives to the board of managers of Felix Investments, and pursuant to the limited liability company agreement of Felix Holdings, the members of the Felix Holdings board of managers are required to be comprised of the same individuals as the Felix Investments board of managers. EnCap FEx is a member of Felix STACK that holds the right to appoint two of the four representatives to the board of managers of Felix STACK. Each of the two representatives to the board of managers of Felix STACK appointed by EnCap FEx possesses one and one-half votes and the other two representatives to the board of managers of Felix STACK possess one vote each (for a total of five votes for all managers).

F5: Continued from footnote (4): EnCap Fund IX is the sole managing member of EnCap FEx. Each of EnCap Fund IX and EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX, and EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X.

F6: Continued from footnote (5): Each of Felix Investments, EnCap FEx, EnCap Fund IX, EnCap Fund IX GP, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: On February 22, 2021, Felix Investments Holdings II, LLC ("Felix Holdings") (on behalf of EnCap Energy Capital Fund X, L.P. ("EnCap Fund X")) and Felix STACK Holdings, LLC ("Felix STACK") executed a block trade under Rule 144 pursuant to which an aggregate of 29,579,389 shares of the Issuer's common stock, $0.10 par value per share ("Common Stock"), were sold for $21.05 per share, which shares included 26,326,096 shares that were held of record by Felix Holdings and 3,253,293 shares that were held of record by Felix STACK (such sale, the "Block Trade"). As of immediately following the Block Trade, 52,652,193 of the shares of Common Stock reflected in this report were held of record by Felix Holdings and 6,506,586 of such shares were held of record by Felix STACK.

F2: On February 22, 2021, following the Block Trade, Felix Holdings distributed an aggregate of 46,479,870 shares of Common Stock (the "Distributed FEI Shares") to certain of its affiliates, including Felix Energy Investments II, LLC ("Felix Investments"), and Felix STACK distributed 6,506,586 shares of Common Stock (the "Distributed FEx Shares") to EnCap FEx Holdings, LLC ("EnCap FEx"), in each case, for no consideration. As a result of such transactions and a series of subsequent distributions by such affiliates and the recipients thereof, (a) Felix Holdings retained and is record holder of 6,172,323 shares of Common Stock; (b) Felix Investments retained an indirect interest in the 6,172,323 shares of Common Stock held by Felix Holdings; (c) EnCap Fund X received and is record holder of 30,420,975 of the Distributed FEI Shares; (d) Felix STACK and EnCap FEx are no longer direct or indirect owners of any shares of Common Stock;

F3: Continued from footnote (2): and (e) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") received and is record holder of 6,506,586 of the Distributed FEx Shares.

F4: Felix Investments is the direct and indirect sole owner of Felix Holdings. EnCap Fund X is a member of Felix Investments that holds the right to appoint two of the three representatives to the board of managers of Felix Investments, and pursuant to the limited liability company agreement of Felix Holdings, the members of the Felix Holdings board of managers are required to be comprised of the same individuals as the Felix Investments board of managers. EnCap FEx is a member of Felix STACK that holds the right to appoint two of the four representatives to the board of managers of Felix STACK. Each of the two representatives to the board of managers of Felix STACK appointed by EnCap FEx possesses one and one-half votes and the other two representatives to the board of managers of Felix STACK possess one vote each (for a total of five votes for all managers).

F5: Continued from footnote (4): EnCap Fund IX is the sole managing member of EnCap FEx. Each of EnCap Fund IX and EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX, and EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X.

F6: Continued from footnote (5): Each of Felix Investments, EnCap FEx, EnCap Fund IX, EnCap Fund IX GP, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

EARTHSTONE ENERGY INC

Report date November 01, 2023 · Filed November 03, 2023

Jointly reported with EnCap Energy Capital Fund VIII, L.P., Bold Energy Holdings, LLC, EnCap Energy Capital Fund IX, L.P., EnCap Energy Capital Fund XI, L.P.

Section 16 reporting ended · disclosed 2023-11-03. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2023-11-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2023-11-01 · Disposition to issuer · Disposed 22,122,820 · Balance 0

F2: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F4: Of the reported shares of Class A common stock, 2,303,000 shares were directly held of record by Fund VIII, and 19,819,820 shares were directly held of record by Fund XI.

F1: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

Class B Common StockSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2023-11-01 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2023-11-01 · Disposition to issuer · Disposed 33,956,524 · Balance 0

F2: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F5: Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

F1: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

OpCo UnitsSEC Table II · derivative / convertible securityIndirectSee footnotes0 Reported balance After 2023-11-01 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2023-11-01 · Disposition to issuer · Disposed 33,956,524 · Balance 0

F2: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F5: Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

F1: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

Filing footnotes · ownership attribution and instrument terms

F1: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

F2: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F4: Of the reported shares of Class A common stock, 2,303,000 shares were directly held of record by Fund VIII, and 19,819,820 shares were directly held of record by Fund XI.

F5: Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

GOODRICH PETROLEUM CORP

Report date December 23, 2021 · Filed December 28, 2021

Jointly reported with Paloma Partners VI Holdings, LLC, Paloma Natural Gas Holdings, LLC, EnCap Energy Capital Fund XI, L.P.

Section 16 reporting ended · disclosed 2021-12-28. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2021-12-23 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2021-12-23 · Other · Disposed 1,838,510 · Balance 0

F1: In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor.

F2: In connection with the Merger, the Company was merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent, and thereafter Merger Sub converted into Paloma Natural Gas Holdings, LLC ("Paloma Natural Gas"). Parent is the sole stockholder of Paloma Natural Gas. EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI") owns 98% of the membership interests of Parent and has the right to appoint three of the five representatives to the board of managers of Parent. EnCap Fund XI is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP").

F3: (continued from footnote 3) EnCap Investments LP is the sole general partner of EnCap Equity Fund XI GP, L.P. ("EnCap Fund XI GP"), which is the sole general partner of EnCap Fund XI. Each of EnCap Fund XI, EnCap Fund XI GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any reporting persons under its direct or indirect control.

F4: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

Filing footnotes · ownership attribution and instrument terms

F1: In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor.

F2: In connection with the Merger, the Company was merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent, and thereafter Merger Sub converted into Paloma Natural Gas Holdings, LLC ("Paloma Natural Gas"). Parent is the sole stockholder of Paloma Natural Gas. EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI") owns 98% of the membership interests of Parent and has the right to appoint three of the five representatives to the board of managers of Parent. EnCap Fund XI is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP").

F3: (continued from footnote 3) EnCap Investments LP is the sole general partner of EnCap Equity Fund XI GP, L.P. ("EnCap Fund XI GP"), which is the sole general partner of EnCap Fund XI. Each of EnCap Fund XI, EnCap Fund XI GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any reporting persons under its direct or indirect control.

F4: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

Montage Resources Corp

Report date November 13, 2020 · Filed November 13, 2020

Jointly reported with EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P., EnCap Energy Capital Fund IX, L.P., TPR Residual Assets, LLC

Section 16 reporting ended · disclosed 2020-11-13. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee footnote0 Reported balance After 2020-11-13 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2020-11-13 · Disposition to issuer · Disposed 2,694,673 · Balance 0

F1: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4: These securities were directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest"). EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Holdings Blocker"). EnCap Holdings Blocker is (i) the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"), and (ii) the sole limited partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII Co-Invest.

F5: (Continued from footnote 4) Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to have beneficially owned these securities.

Common StockSEC Table I · non-derivativeIndirectSee footnote0 Reported balance After 2020-11-13 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2020-11-13 · Disposition to issuer · Disposed 4,856,485 · Balance 0

F1: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F6: These securities were directly held by EnCap Energy Capital Fund IX, L.P ("EnCap Fund IX"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to have beneficially owned these securities.

Common StockSEC Table I · non-derivativeIndirectSee footnote0 Reported balance After 2020-11-13 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2020-11-13 · Disposition to issuer · Disposed 3,979,173 · Balance 0

F1: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7: These securities were directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to have beneficially owned these securities.

Common StockSEC Table I · non-derivativeIndirectSee footnote0 Reported balance After 2020-11-13 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2020-11-13 · Disposition to issuer · Disposed 2,521,573 · Balance 0

F1: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F8: These securities were directly held by TPR Residual Assets, LLC ("TPR Residual"). TPR Residual is member-managed by EnCap Fund IX. Therefore, EnCap Fund IX may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by TPR Residual.

Filing footnotes · ownership attribution and instrument terms

F1: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4: These securities were directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest"). EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Holdings Blocker"). EnCap Holdings Blocker is (i) the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"), and (ii) the sole limited partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII Co-Invest.

F5: (Continued from footnote 4) Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to have beneficially owned these securities.

F6: These securities were directly held by EnCap Energy Capital Fund IX, L.P ("EnCap Fund IX"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to have beneficially owned these securities.

F7: These securities were directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to have beneficially owned these securities.

F8: These securities were directly held by TPR Residual Assets, LLC ("TPR Residual"). TPR Residual is member-managed by EnCap Fund IX. Therefore, EnCap Fund IX may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by TPR Residual.

Permian Resources Corp

Report date May 15, 2024 · Filed May 17, 2024

Jointly reported with EnCap Energy Capital Fund VIII, L.P., Bold Energy Holdings, LLC, EnCap Energy Capital Fund IX, L.P., EnCap Energy Capital Fund XI, L.P.

Section 16 reporting ended · disclosed 2024-05-17. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class C Common StockSEC Table I · non-derivativeIndirectSee Footnotes33,050,609 Reported balance After 2024-05-15 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2024-05-15 · Disposition to issuer · Disposed 6,055,086 · Balance 33,050,609

F1: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes31,532,613 Reported balance After 2024-05-15 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2024-05-15 · Conversion · Acquired 6,055,086 · Balance 31,532,613

F1: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F3: Following the completion of the Offering, Fund XI directly owns 19,291,053 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,241,560 shares of Class A Common Stock.

F4: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnotes21,532,613 Reported balance After 2024-05-15 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2024-05-15 · Sale · Disposed 10,000,000 · Balance 21,532,613

F2: This amount represents the $16.42 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").

F3: Following the completion of the Offering, Fund XI directly owns 19,291,053 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,241,560 shares of Class A Common Stock.

F5: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

OpCo UnitsSEC Table II · derivative / convertible securityIndirectSee Footnotes33,050,609 Reported balance After 2024-05-15 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2024-05-15 · Conversion · Disposed 6,055,086 · Balance 33,050,609

F1: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Filing footnotes · ownership attribution and instrument terms

F1: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F2: This amount represents the $16.42 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").

F3: Following the completion of the Offering, Fund XI directly owns 19,291,053 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,241,560 shares of Class A Common Stock.

F4: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Vital Energy, Inc.

Report date January 06, 2022 · Filed January 07, 2022

Jointly reported with EnCap Energy Capital Fund IX, L.P.

Section 16 reporting ended · disclosed 2022-01-07. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect1,691,052 Reported balance After 2022-01-06 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2022-01-06 · Sale · Disposed 500,000 · Balance 1,691,052

F1: On January 6, 2022, EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") executed a block trade under Rule 144 pursuant to which an aggregate of 500,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Laredo Petroleum, Inc. were sold for $73.00 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, EnCap Fund IX directly owns 1,691,052 shares of Common Stock.

F2: EnCap Fund IX is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX. Each of EnCap Fund IX, EnCap Fund IX GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control.

F3: The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

Filing footnotes · ownership attribution and instrument terms

F1: On January 6, 2022, EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") executed a block trade under Rule 144 pursuant to which an aggregate of 500,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Laredo Petroleum, Inc. were sold for $73.00 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, EnCap Fund IX directly owns 1,691,052 shares of Common Stock.

F2: EnCap Fund IX is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX. Each of EnCap Fund IX, EnCap Fund IX GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control.

F3: The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

WPX ENERGY, INC.

Report date January 07, 2021 · Filed January 11, 2021

Jointly reported with Felix Investments Holdings II, LLC, Felix Energy Investments II, LLC, EnCap Energy Capital Fund X, L.P.

Section 16 reporting ended · disclosed 2021-01-11. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect0 Reported balance After 2021-01-07 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2021-01-07 · Disposition to issuer · Disposed 152,910,532 · Balance 0

F1: On January 7, 2021, pursuant to the Agreement and Plan of Merger dated as of September 26, 2020 (the "Merger Agreement"), by and among WPX Energy, Inc. (the "Issuer"), Devon Energy Corporation ("Devon") and East Merger Sub, Inc., a wholly owned subsidiary of Devon ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, each share of common stock of the Issuer, $0.01 par value, issued and outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive 0.5165 shares of common stock of Devon, $0.10 par value ("Devon Common Stock").

F2: On January 6, 2021 (the day prior to the effective time of the Merger), the closing price of one share of Devon Common Stock was $18.32.

F3: Felix Investments Holdings II, LLC ("Felix Investments") was the record holder of the shares reported herein. Felix Energy Investments II, LLC ("Felix Energy") is the direct and indirect sole owner of Felix Investments. EnCap Energy Capital Fund X, L.P. ("EnCap Fund X") is a member of Felix Energy that holds the right to appoint two of the three representatives to the board of managers of Felix Energy, and pursuant to the limited liability company agreement of Felix Investments, the members of the Felix Investments board of managers are required to be comprised of the same individuals as the Felix Energy board of managers.

F4: (continued from footnote 3) EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X. Each of Felix Energy, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners and EnCap Partners GP may have been deemed to share voting or dispositive power over the reported securities. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: On January 7, 2021, pursuant to the Agreement and Plan of Merger dated as of September 26, 2020 (the "Merger Agreement"), by and among WPX Energy, Inc. (the "Issuer"), Devon Energy Corporation ("Devon") and East Merger Sub, Inc., a wholly owned subsidiary of Devon ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, each share of common stock of the Issuer, $0.01 par value, issued and outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive 0.5165 shares of common stock of Devon, $0.10 par value ("Devon Common Stock").

F2: On January 6, 2021 (the day prior to the effective time of the Merger), the closing price of one share of Devon Common Stock was $18.32.

F3: Felix Investments Holdings II, LLC ("Felix Investments") was the record holder of the shares reported herein. Felix Energy Investments II, LLC ("Felix Energy") is the direct and indirect sole owner of Felix Investments. EnCap Energy Capital Fund X, L.P. ("EnCap Fund X") is a member of Felix Energy that holds the right to appoint two of the three representatives to the board of managers of Felix Energy, and pursuant to the limited liability company agreement of Felix Investments, the members of the Felix Investments board of managers are required to be comprised of the same individuals as the Felix Energy board of managers.

F4: (continued from footnote 3) EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X. Each of Felix Energy, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners and EnCap Partners GP may have been deemed to share voting or dispositive power over the reported securities. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
May 15, 2024 Filed May 17, 2024 16:46 UTC Permian Resources Corp PR · Entity 2521 ConversionOpCo Units · Derivative 6,055,086 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-24-061775 · ownership.xml · derivative · entry 4

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 33,050,609

Underlying: Class A Common Stock · 6,055,086 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: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · derivative.exercise_date: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · derivative.expiration_date: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
May 15, 2024 Filed May 17, 2024 16:46 UTC Permian Resources Corp PR · Entity 2521 SaleClass A Common Stock 10,000,000 $16.42 $164,200,000.00
Disclosure

SEC source: 0000950170-24-061775 · ownership.xml · nonDerivative · entry 3

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 21,532,613

F2 · price: This amount represents the $16.42 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").

F3 · balance_after: Following the completion of the Offering, Fund XI directly owns 19,291,053 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,241,560 shares of Class A Common Stock.

F3 · ownership.nature: Following the completion of the Offering, Fund XI directly owns 19,291,053 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,241,560 shares of Class A Common Stock.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
May 15, 2024 Filed May 17, 2024 16:46 UTC Permian Resources Corp PR · Entity 2521 ConversionClass A Common Stock 6,055,086 $0.00 $0.00
Disclosure

SEC source: 0000950170-24-061775 · ownership.xml · nonDerivative · entry 2

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 31,532,613

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 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F3 · balance_after: Following the completion of the Offering, Fund XI directly owns 19,291,053 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,241,560 shares of Class A Common Stock.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
May 15, 2024 Filed May 17, 2024 16:46 UTC Permian Resources Corp PR · Entity 2521 Disposition to issuerClass C Common Stock 6,055,086 $0.00 $0.00
Disclosure

SEC source: 0000950170-24-061775 · ownership.xml · nonDerivative · entry 1

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 33,050,609

F1 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4 · balance_after: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 33,050,609 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
March 06, 2024 Filed Mar 8, 2024 16:05 UTC Permian Resources Corp PR · Entity 2521 ConversionOpCo Units · Derivative 5,449,577 Not disclosed Not disclosed
Disclosure

SEC source: 0000950170-24-028622 · ownership.xml · derivative · entry 4

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 39,105,695

Underlying: Class A Common Stock · 5,449,577 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: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · derivative.exercise_date: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · derivative.expiration_date: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 39,105,695 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
March 06, 2024 Filed Mar 8, 2024 16:05 UTC Permian Resources Corp PR · Entity 2521 SaleClass A Common Stock 9,000,000 $15.71 $141,390,000.00
Disclosure

SEC source: 0000950170-24-028622 · ownership.xml · nonDerivative · entry 3

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 25,477,527

F2 · price: This amount represents the $15.71 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").

F3 · balance_after: Following the completion of the Offering, Fund XI directly owns 22,825,299 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,652,228 shares of Class A Common Stock.

F3 · ownership.nature: Following the completion of the Offering, Fund XI directly owns 22,825,299 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,652,228 shares of Class A Common Stock.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
March 06, 2024 Filed Mar 8, 2024 16:05 UTC Permian Resources Corp PR · Entity 2521 ConversionClass A Common Stock 5,449,577 $0.00 $0.00
Disclosure

SEC source: 0000950170-24-028622 · ownership.xml · nonDerivative · entry 2

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 34,477,527

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 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F3 · balance_after: Following the completion of the Offering, Fund XI directly owns 22,825,299 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,652,228 shares of Class A Common Stock.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 39,105,695 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
March 06, 2024 Filed Mar 8, 2024 16:05 UTC Permian Resources Corp PR · Entity 2521 Disposition to issuerClass C Common Stock 5,449,577 $0.00 $0.00
Disclosure

SEC source: 0000950170-24-028622 · ownership.xml · nonDerivative · entry 1

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 39,105,695

F1 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4 · balance_after: Following completion of the Offering, Bold directly owns 39,105,695 shares of Class C Common Stock and an equivalent number of OpCo Units.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 39,105,695 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

Read SEC document
December 21, 2023 Filed Dec 21, 2023 17:29 UTC Permian Resources Corp PR · Entity 2521 ConversionOpCo Units · Derivative 4,545,861 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-020675 · doc4.xml · derivative · entry 4

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 44,555,272

Underlying: Class A Common Stock · 4,545,861 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: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · derivative.exercise_date: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · derivative.expiration_date: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 44,555,272 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

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December 21, 2023 Filed Dec 21, 2023 17:29 UTC Permian Resources Corp PR · Entity 2521 SaleClass A Common Stock 7,507,508 $12.93 $97,072,078.44
Disclosure

SEC source: 0000899243-23-020675 · doc4.xml · nonDerivative · entry 3

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 29,027,950

F2 · price: This amount represents the $12.93 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").

F3 · balance_after: Following the completion of the Offering, Fund XI directly owns 26,006,121 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 3,021,829 shares of Class A Common Stock.

F3 · ownership.nature: Following the completion of the Offering, Fund XI directly owns 26,006,121 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 3,021,829 shares of Class A Common Stock.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

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December 21, 2023 Filed Dec 21, 2023 17:29 UTC Permian Resources Corp PR · Entity 2521 ConversionClass A Common Stock 4,545,861 $0.00 $0.00
Disclosure

SEC source: 0000899243-23-020675 · doc4.xml · nonDerivative · entry 2

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 36,535,458

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 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F3 · balance_after: Following the completion of the Offering, Fund XI directly owns 26,006,121 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 3,021,829 shares of Class A Common Stock.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 44,555,272 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

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December 21, 2023 Filed Dec 21, 2023 17:29 UTC Permian Resources Corp PR · Entity 2521 Disposition to issuerClass C Common Stock 4,545,861 $0.00 $0.00
Disclosure

SEC source: 0000899243-23-020675 · doc4.xml · nonDerivative · entry 1

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 44,555,272

F1 · kind: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F1 · price: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

F4 · balance_after: Following completion of the Offering, Bold directly owns 44,555,272 shares of Class C Common Stock and an equivalent number of OpCo Units.

F4 · ownership.nature: Following completion of the Offering, Bold directly owns 44,555,272 shares of Class C Common Stock and an equivalent number of OpCo Units.

F5 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

F6 · ownership.nature: (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

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November 01, 2023 Filed Nov 3, 2023 17:13 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 Disposition to issuerOpCo Units · Derivative 33,956,524 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-020143 · doc4.xml · derivative · entry 3

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · Director · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · Director · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · Director · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 33,956,524 shares

Expires not disclosed

F2 · derivative.exercise_price: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · derivative.exercise_price: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F2 · kind: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · kind: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F5 · shares: Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

F2 · price: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · price: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F2 · derivative.exercise_date: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · derivative.exercise_date: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F2 · derivative.expiration_date: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · derivative.expiration_date: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

F5 · ownership.nature: Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

Read SEC document
November 01, 2023 Filed Nov 3, 2023 17:13 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 Disposition to issuerClass B Common Stock 33,956,524 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-020143 · doc4.xml · nonDerivative · entry 2

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · Director · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · Director · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · Director · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F2 · kind: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · kind: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F5 · shares: Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

F2 · price: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · price: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

F5 · ownership.nature: Of the reported shares of Class B common stock, 33,956,524 shares (and an equivalent number of OpCo Units) were directly held of record by Bold.

Read SEC document
November 01, 2023 Filed Nov 3, 2023 17:13 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 Disposition to issuerClass A Common Stock 22,122,820 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-020143 · doc4.xml · nonDerivative · entry 1

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · Director · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · Director · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · Director · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F2 · kind: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · kind: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F4 · shares: Of the reported shares of Class A common stock, 2,303,000 shares were directly held of record by Fund VIII, and 19,819,820 shares were directly held of record by Fund XI.

F2 · price: On November 1, 2023, the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated of August 21, 2023, by and among the Issuer, Earthstone Energy Holdings, LLC, a Delaware limited liability company ("Earthstone Holdings"), Permian Resources Corporation, a Delaware Corporation ("Permian"), Smits Merger Sub I Inc., a Delaware corporation and direct wholly owned subsidiary of Permian Resources ("Merger Sub I"), Smits Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Permian Resources ("Merger Sub II") and Permian Resources Operating, LLC, a Delaware limited liability company ("Permian Operating"), were consummated (the "Closing").

F3 · price: (Continued from footnote 2): Pursuant to the terms of the Merger Agreement, at the Closing, (a) each issued and outstanding share of Class A Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A common stock of Permian, $0.0001 par value per share, (b) each issued and outstanding share of Class B Common Stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C common stock of Permian, $0.0001 par value per share, and (c) each common unit representing limited liability company interests (the "OpCo Units") in Earthstone Holdings was converted into the right to receive 1.446 common units representing limited liability company interests in Permian Operating. This Form 4 constitutes an exit filing by the Reporting Persons.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

F4 · ownership.nature: Of the reported shares of Class A common stock, 2,303,000 shares were directly held of record by Fund VIII, and 19,819,820 shares were directly held of record by Fund XI.

Read SEC document
July 06, 2022 Filed Jul 7, 2022 17:22 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 Exercise / conversionSeries A Convertible Preferred Stock · Derivative 220,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-025728 · doc4.xml · derivative · entry 2

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · Director · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · Director · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · Director · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A Common Stock · 19,819,820 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.

F5 · derivative.exercise_price: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F5 · kind: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F5 · price: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F5 · derivative.exercise_date: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F5 · derivative.expiration_date: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").

F2 · ownership.nature: (Continued from footnote 1): Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI"). Fund XI directly owns 19,819,820 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer").

F3 · ownership.nature: (Continued from footnote 2): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F5 · ownership.nature: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

Read SEC document
July 06, 2022 Filed Jul 7, 2022 17:22 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 Exercise / conversionClass A Common Stock 19,819,820 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-025728 · doc4.xml · nonDerivative · entry 1

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · Director · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · Director · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · Director · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 22,122,820

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.

F5 · kind: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F5 · shares: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F5 · price: On June 15, 2022, the Issuer mailed an Information Statement, filed with the Securities and Exchange Commission on Schedule 14C on June 15, 2022, to its stockholders and, consequently, in accordance with the terms of the Certificate of Designation, the automatic conversion of the Series A Convertible Preferred Stock (the "Preferred Stock") into shares of Class A Common Stock described in the Information Statement occurred on July 6, 2022. As a result of such conversion (the "July 2022 Conversion"), all 220,000 shares of Preferred Stock held by EnCap Fund XI immediately prior to the effective time of the July 2022 Conversion were automatically converted into 19,819,820 aggregate shares of Class A Common Stock.

F4 · balance_after: Consists of 19,819,820 shares of Class A Common Stock that are directly held by Fund XI and 2,303,000 shares of Class A Common Stock that are directly held by Fund VIII.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").

F2 · ownership.nature: (Continued from footnote 1): Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI"). Fund XI directly owns 19,819,820 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer").

F3 · ownership.nature: (Continued from footnote 2): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: Consists of 19,819,820 shares of Class A Common Stock that are directly held by Fund XI and 2,303,000 shares of Class A Common Stock that are directly held by Fund VIII.

Read SEC document
April 14, 2022 Filed Apr 18, 2022 16:23 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 GrantSeries A Convertible Preferred Stock · Derivative 220,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-014968 · doc4.xml · derivative · entry 2

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · Director · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · Director · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · Director · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · Director · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · Director · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 220,000

Underlying: Class A Common Stock · Not disclosed shares

Expires not disclosed

F6 · derivative.exercise_price: On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.

F6 · kind: On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.

F6 · price: On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.

F6 · derivative.exercise_date: On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.

F6 · derivative.expiration_date: On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.

F6 · derivative.underlying_shares: On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VII GP, L.P. ("Fund VII GP"), EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VII, L.P. ("Fund VII"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").

F2 · ownership.nature: (Continued from footnote 1): Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI"). Fund XI directly owns 220,000 shares of Series A Convertible Preferred Stock ("Preferred Stock").

F3 · ownership.nature: (Continued from footnote 2): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VII GP, Fund VIII GP, Fund IX GP, Fund XI LLC or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F6 · ownership.nature: On April 14, 2022, upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and among the Issuer, Fund XI and Cypress, dated January 30, 2022, Fund XI purchased 220,000 shares of Preferred Stock at a price of $1,000.000 per share. The shares of Preferred Stock are held directly by Fund XI. Each share of Preferred Stock will automatically convert into 90.0900900900901 shares of Class A Common Stock at an initial conversion price of $11.10 per share of Class A Common Stock. The Preferred Stock will convert automatically upon the day immediately following the expiration of the 20th calendar day after the Issuer mails a definitive information statement to holders of its common stock notifying them that holders of a majority of the outstanding common stock have consented to the conversion feature of the Preferred Stock and the issuance of Class A Common Stock upon conversion of such Preferred Stock.

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April 14, 2022 Filed Apr 18, 2022 16:23 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 OtherClass A Common Stock 4,611,808 $11.10 $51,191,068.80
Disclosure

SEC source: 0000899243-22-014968 · doc4.xml · nonDerivative · entry 1

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · Director · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · Director · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · Director · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · Director · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · Director · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 2,303,000

F4 · kind: On April 14, 2022, 4,611,808 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer") were directly held by Fund VII and transferred to Cypress Investments, LLC ("Cypress") for $11.10 per share (the "Transfer") upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and between Fund VII and Cypress, dated January 30, 2022. As of immediately following the Transfer, Fund VII no longer directly owns any shares of Class A Common Stock.

F4 · shares: On April 14, 2022, 4,611,808 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer") were directly held by Fund VII and transferred to Cypress Investments, LLC ("Cypress") for $11.10 per share (the "Transfer") upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and between Fund VII and Cypress, dated January 30, 2022. As of immediately following the Transfer, Fund VII no longer directly owns any shares of Class A Common Stock.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VII GP, L.P. ("Fund VII GP"), EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VII, L.P. ("Fund VII"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").

F2 · ownership.nature: (Continued from footnote 1): Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI"). Fund XI directly owns 220,000 shares of Series A Convertible Preferred Stock ("Preferred Stock").

F3 · ownership.nature: (Continued from footnote 2): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VII GP, Fund VIII GP, Fund IX GP, Fund XI LLC or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: On April 14, 2022, 4,611,808 shares of Class A Common Stock (the "Class A Common Stock") of Earthstone Energy, Inc. (the "Issuer") were directly held by Fund VII and transferred to Cypress Investments, LLC ("Cypress") for $11.10 per share (the "Transfer") upon closing of the transactions contemplated by that certain Securities Purchase Agreement by and between Fund VII and Cypress, dated January 30, 2022. As of immediately following the Transfer, Fund VII no longer directly owns any shares of Class A Common Stock.

F5 · ownership.nature: All 2,303,000 shares of Class A Common Stock are directly held by Fund VIII.

Read SEC document
March 31, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 SaleCommon Units 3,276,119 $15.04 $49,256,449.17
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · nonDerivative · entry 5

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F3 · kind: On March 31, 2022, the Reporting Persons executed a block trade under Rule 144 pursuant to which an aggregate of 3,999,919 Common Units were sold for $15.035 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, Phillips II directly owns 42,081 OpCo Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F8 · ownership.nature: These securities may be deemed to be beneficially owned by Phillips II. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VII and Phillips II have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Read SEC document
March 31, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 SaleCommon Units 723,800 $15.04 $10,882,333.00
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · nonDerivative · entry 4

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F3 · kind: On March 31, 2022, the Reporting Persons executed a block trade under Rule 144 pursuant to which an aggregate of 3,999,919 Common Units were sold for $15.035 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, Phillips II directly owns 42,081 OpCo Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F6 · ownership.nature: These securities may be deemed to be beneficially owned by Phillips I. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

F7 · ownership.nature: (Continued from Footnote 6) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Read SEC document
March 30, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 ConversionOpCo Common Units · Derivative 5,358,000 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · derivative · entry 8

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Units · 5,358,000 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: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F2 · kind: On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F1 · derivative.exercise_date: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F1 · derivative.expiration_date: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F9 · ownership.nature: As of the date hereof, Phillips III directly owns 5,358,000 Common Units. These securities may be deemed to be beneficially owned by Phillips III. EnCap Partners GP indirectly manages EnCap Fund VIII, which is the managing member of Phillips III. Therefore, EnCap Partners GP and EnCap Fund VIII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VIII and Phillips III have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Read SEC document
March 30, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 ConversionOpCo Common Units · Derivative 3,276,119 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · derivative · entry 7

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 42,081

Underlying: Common Units · 3,276,119 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: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F2 · kind: On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F1 · derivative.exercise_date: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F1 · derivative.expiration_date: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F8 · ownership.nature: These securities may be deemed to be beneficially owned by Phillips II. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VII and Phillips II have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Read SEC document
March 30, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 ConversionOpCo Common Units · Derivative 723,800 $0.00 $0.00
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · derivative · entry 6

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Units · 723,800 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: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F2 · kind: On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F1 · derivative.exercise_date: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F1 · derivative.expiration_date: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F6 · ownership.nature: These securities may be deemed to be beneficially owned by Phillips I. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

F7 · ownership.nature: (Continued from Footnote 6) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Read SEC document
March 30, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 ConversionCommon Units 5,358,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · nonDerivative · entry 3

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 5,358,000

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 · kind: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F2 · kind: On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F1 · price: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F9 · ownership.nature: As of the date hereof, Phillips III directly owns 5,358,000 Common Units. These securities may be deemed to be beneficially owned by Phillips III. EnCap Partners GP indirectly manages EnCap Fund VIII, which is the managing member of Phillips III. Therefore, EnCap Partners GP and EnCap Fund VIII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VIII and Phillips III have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Read SEC document
March 30, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 ConversionCommon Units 3,276,119 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · nonDerivative · entry 2

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 3,276,119

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 · kind: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F2 · kind: On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F1 · price: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F8 · ownership.nature: These securities may be deemed to be beneficially owned by Phillips II. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VII and Phillips II have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

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March 30, 2022 Filed Apr 1, 2022 16:52 UTC Kimbell Royalty Partners, LP KRP · Entity 4535 ConversionCommon Units 723,800 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-22-013135 · doc4.xml · nonDerivative · entry 1

PEP I Holdings, LLC · CIK 0001772462 · 10% owner

PEP II Holdings, LLC · CIK 0001772472 · 10% owner

PEP III Holdings, LLC · CIK 0001772387 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 723,000

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 · kind: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F2 · kind: On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.

F1 · price: The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.

F4 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

F5 · ownership.nature: (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

F6 · ownership.nature: These securities may be deemed to be beneficially owned by Phillips I. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

F7 · ownership.nature: (Continued from Footnote 6) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

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January 06, 2022 Filed Jan 7, 2022 18:57 UTC Vital Energy, Inc. LPI · Entity 71532 SaleCommon Stock 500,000 $73.00 $36,500,000.00
Disclosure

SEC source: 0000899243-22-001399 · doc4.xml · nonDerivative · entry 1

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,691,052

F1 · kind: On January 6, 2022, EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") executed a block trade under Rule 144 pursuant to which an aggregate of 500,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Laredo Petroleum, Inc. were sold for $73.00 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, EnCap Fund IX directly owns 1,691,052 shares of Common Stock.

F1 · balance_after: On January 6, 2022, EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") executed a block trade under Rule 144 pursuant to which an aggregate of 500,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Laredo Petroleum, Inc. were sold for $73.00 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, EnCap Fund IX directly owns 1,691,052 shares of Common Stock.

F1 · ownership.direct: On January 6, 2022, EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") executed a block trade under Rule 144 pursuant to which an aggregate of 500,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Laredo Petroleum, Inc. were sold for $73.00 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, EnCap Fund IX directly owns 1,691,052 shares of Common Stock.

F2 · ownership.direct: EnCap Fund IX is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX. Each of EnCap Fund IX, EnCap Fund IX GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control.

F3 · ownership.direct: The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

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December 23, 2021 Filed Dec 28, 2021 17:42 UTC GOODRICH PETROLEUM CORP GDP · Entity 12257 OtherCommon Stock 1,838,510 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-049961 · doc4.xml · nonDerivative · entry 1

Paloma Partners VI Holdings, LLC · CIK 0001895997 · 10% owner

Paloma Natural Gas Holdings, LLC · CIK 0001895996 · 10% owner

EnCap Energy Capital Fund XI, L.P. · CIK 0001693946 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · kind: In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor.

F1 · shares: In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor.

F1 · price: In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor.

F1 · balance_after: In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor.

F2 · balance_after: In connection with the Merger, the Company was merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent, and thereafter Merger Sub converted into Paloma Natural Gas Holdings, LLC ("Paloma Natural Gas"). Parent is the sole stockholder of Paloma Natural Gas. EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI") owns 98% of the membership interests of Parent and has the right to appoint three of the five representatives to the board of managers of Parent. EnCap Fund XI is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP").

F3 · balance_after: (continued from footnote 3) EnCap Investments LP is the sole general partner of EnCap Equity Fund XI GP, L.P. ("EnCap Fund XI GP"), which is the sole general partner of EnCap Fund XI. Each of EnCap Fund XI, EnCap Fund XI GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any reporting persons under its direct or indirect control.

F4 · balance_after: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

F2 · ownership.nature: In connection with the Merger, the Company was merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent, and thereafter Merger Sub converted into Paloma Natural Gas Holdings, LLC ("Paloma Natural Gas"). Parent is the sole stockholder of Paloma Natural Gas. EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI") owns 98% of the membership interests of Parent and has the right to appoint three of the five representatives to the board of managers of Parent. EnCap Fund XI is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP").

F3 · ownership.nature: (continued from footnote 3) EnCap Investments LP is the sole general partner of EnCap Equity Fund XI GP, L.P. ("EnCap Fund XI GP"), which is the sole general partner of EnCap Fund XI. Each of EnCap Fund XI, EnCap Fund XI GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any reporting persons under its direct or indirect control.

F4 · ownership.nature: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

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July 10, 2021 Filed Oct 27, 2021 16:32 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 OtherClass A Common Stock 2,303,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-041718 · doc4.xml · nonDerivative · entry 1

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 6,914,808

F3 · kind: These shares of Class A Common Stock were acquired and are held directly by Fund VIII. Fund VIII is a member of Tracker Resource Development III, LLC ("Tracker") and received these shares, at Tracker's direction, upon closing of the transactions contemplated by that certain Purchase and Sale Agreement, dated March 31, 2021, by and among the Issuer, Earthstone Energy Holdings, LLC ("EEH"), Tracker and TRD III Royalty Holdings (TX), LP (together with Tracker, the "Tracker Sellers"), pursuant to which, among other things, the Issuer acquired certain interests from the Tracker Sellers for aggregate consideration consisting of (i) $22.5 million in cash, net of preliminary and customary purchase price adjustments and subject to final post-closing settlement between the parties, and (ii) 4,700,000 million shares of Class A Common Stock.

F3 · shares: These shares of Class A Common Stock were acquired and are held directly by Fund VIII. Fund VIII is a member of Tracker Resource Development III, LLC ("Tracker") and received these shares, at Tracker's direction, upon closing of the transactions contemplated by that certain Purchase and Sale Agreement, dated March 31, 2021, by and among the Issuer, Earthstone Energy Holdings, LLC ("EEH"), Tracker and TRD III Royalty Holdings (TX), LP (together with Tracker, the "Tracker Sellers"), pursuant to which, among other things, the Issuer acquired certain interests from the Tracker Sellers for aggregate consideration consisting of (i) $22.5 million in cash, net of preliminary and customary purchase price adjustments and subject to final post-closing settlement between the parties, and (ii) 4,700,000 million shares of Class A Common Stock.

F3 · price: These shares of Class A Common Stock were acquired and are held directly by Fund VIII. Fund VIII is a member of Tracker Resource Development III, LLC ("Tracker") and received these shares, at Tracker's direction, upon closing of the transactions contemplated by that certain Purchase and Sale Agreement, dated March 31, 2021, by and among the Issuer, Earthstone Energy Holdings, LLC ("EEH"), Tracker and TRD III Royalty Holdings (TX), LP (together with Tracker, the "Tracker Sellers"), pursuant to which, among other things, the Issuer acquired certain interests from the Tracker Sellers for aggregate consideration consisting of (i) $22.5 million in cash, net of preliminary and customary purchase price adjustments and subject to final post-closing settlement between the parties, and (ii) 4,700,000 million shares of Class A Common Stock.

F1 · balance_after: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VII GP, L.P. ("Fund VII GP"), EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VII, L.P. ("Fund VII"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").

F2 · balance_after: (Continued from footnote 1): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VII GP, Fund VIII GP or Fund IX GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4 · balance_after: Of these shares of Class A Common Stock, 4,611,808 are directly held by Fund VII and 2,303,000 are directly held by Fund VIII.

F1 · ownership.direct: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VII GP, L.P. ("Fund VII GP"), EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VII, L.P. ("Fund VII"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").

F2 · ownership.direct: (Continued from footnote 1): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VII GP, Fund VIII GP or Fund IX GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.direct: Of these shares of Class A Common Stock, 4,611,808 are directly held by Fund VII and 2,303,000 are directly held by Fund VIII.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund VII GP, L.P. ("Fund VII GP"), EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund VII, L.P. ("Fund VII"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold").

F2 · ownership.nature: (Continued from footnote 1): Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VII GP, Fund VIII GP or Fund IX GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: Of these shares of Class A Common Stock, 4,611,808 are directly held by Fund VII and 2,303,000 are directly held by Fund VIII.

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February 22, 2021 Filed Feb 25, 2021 01:55 UTC DEVON ENERGY CORP/DE DVN · Entity 3022 OtherCommon Stock 16,058,895 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-008113 · doc4.xml · nonDerivative · entry 2

Felix Investments Holdings II, LLC · CIK 0001804813 · Director · 10% owner

Felix Energy Investments II, LLC · CIK 0001805689 · 10% owner

EnCap Energy Capital Fund X, L.P. · CIK 0001636722 · 10% owner

Felix STACK Holdings, LLC · CIK 0001663280 · 10% owner

EnCap FEx Holdings, LLC · CIK 0001663279 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,099,884

F2 · kind: On February 22, 2021, following the Block Trade, Felix Holdings distributed an aggregate of 46,479,870 shares of Common Stock (the "Distributed FEI Shares") to certain of its affiliates, including Felix Energy Investments II, LLC ("Felix Investments"), and Felix STACK distributed 6,506,586 shares of Common Stock (the "Distributed FEx Shares") to EnCap FEx Holdings, LLC ("EnCap FEx"), in each case, for no consideration. As a result of such transactions and a series of subsequent distributions by such affiliates and the recipients thereof, (a) Felix Holdings retained and is record holder of 6,172,323 shares of Common Stock; (b) Felix Investments retained an indirect interest in the 6,172,323 shares of Common Stock held by Felix Holdings; (c) EnCap Fund X received and is record holder of 30,420,975 of the Distributed FEI Shares; (d) Felix STACK and EnCap FEx are no longer direct or indirect owners of any shares of Common Stock;

F3 · kind: Continued from footnote (2): and (e) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") received and is record holder of 6,506,586 of the Distributed FEx Shares.

F2 · price: On February 22, 2021, following the Block Trade, Felix Holdings distributed an aggregate of 46,479,870 shares of Common Stock (the "Distributed FEI Shares") to certain of its affiliates, including Felix Energy Investments II, LLC ("Felix Investments"), and Felix STACK distributed 6,506,586 shares of Common Stock (the "Distributed FEx Shares") to EnCap FEx Holdings, LLC ("EnCap FEx"), in each case, for no consideration. As a result of such transactions and a series of subsequent distributions by such affiliates and the recipients thereof, (a) Felix Holdings retained and is record holder of 6,172,323 shares of Common Stock; (b) Felix Investments retained an indirect interest in the 6,172,323 shares of Common Stock held by Felix Holdings; (c) EnCap Fund X received and is record holder of 30,420,975 of the Distributed FEI Shares; (d) Felix STACK and EnCap FEx are no longer direct or indirect owners of any shares of Common Stock;

F3 · price: Continued from footnote (2): and (e) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") received and is record holder of 6,506,586 of the Distributed FEx Shares.

F2 · balance_after: On February 22, 2021, following the Block Trade, Felix Holdings distributed an aggregate of 46,479,870 shares of Common Stock (the "Distributed FEI Shares") to certain of its affiliates, including Felix Energy Investments II, LLC ("Felix Investments"), and Felix STACK distributed 6,506,586 shares of Common Stock (the "Distributed FEx Shares") to EnCap FEx Holdings, LLC ("EnCap FEx"), in each case, for no consideration. As a result of such transactions and a series of subsequent distributions by such affiliates and the recipients thereof, (a) Felix Holdings retained and is record holder of 6,172,323 shares of Common Stock; (b) Felix Investments retained an indirect interest in the 6,172,323 shares of Common Stock held by Felix Holdings; (c) EnCap Fund X received and is record holder of 30,420,975 of the Distributed FEI Shares; (d) Felix STACK and EnCap FEx are no longer direct or indirect owners of any shares of Common Stock;

F3 · balance_after: Continued from footnote (2): and (e) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") received and is record holder of 6,506,586 of the Distributed FEx Shares.

F2 · ownership.direct: On February 22, 2021, following the Block Trade, Felix Holdings distributed an aggregate of 46,479,870 shares of Common Stock (the "Distributed FEI Shares") to certain of its affiliates, including Felix Energy Investments II, LLC ("Felix Investments"), and Felix STACK distributed 6,506,586 shares of Common Stock (the "Distributed FEx Shares") to EnCap FEx Holdings, LLC ("EnCap FEx"), in each case, for no consideration. As a result of such transactions and a series of subsequent distributions by such affiliates and the recipients thereof, (a) Felix Holdings retained and is record holder of 6,172,323 shares of Common Stock; (b) Felix Investments retained an indirect interest in the 6,172,323 shares of Common Stock held by Felix Holdings; (c) EnCap Fund X received and is record holder of 30,420,975 of the Distributed FEI Shares; (d) Felix STACK and EnCap FEx are no longer direct or indirect owners of any shares of Common Stock;

F3 · ownership.direct: Continued from footnote (2): and (e) EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") received and is record holder of 6,506,586 of the Distributed FEx Shares.

F4 · ownership.direct: Felix Investments is the direct and indirect sole owner of Felix Holdings. EnCap Fund X is a member of Felix Investments that holds the right to appoint two of the three representatives to the board of managers of Felix Investments, and pursuant to the limited liability company agreement of Felix Holdings, the members of the Felix Holdings board of managers are required to be comprised of the same individuals as the Felix Investments board of managers. EnCap FEx is a member of Felix STACK that holds the right to appoint two of the four representatives to the board of managers of Felix STACK. Each of the two representatives to the board of managers of Felix STACK appointed by EnCap FEx possesses one and one-half votes and the other two representatives to the board of managers of Felix STACK possess one vote each (for a total of five votes for all managers).

F5 · ownership.direct: Continued from footnote (4): EnCap Fund IX is the sole managing member of EnCap FEx. Each of EnCap Fund IX and EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX, and EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X.

F6 · ownership.direct: Continued from footnote (5): Each of Felix Investments, EnCap FEx, EnCap Fund IX, EnCap Fund IX GP, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

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February 22, 2021 Filed Feb 25, 2021 01:55 UTC DEVON ENERGY CORP/DE DVN · Entity 3022 SaleCommon Stock 29,579,389 $21.05 $622,646,138.45
Disclosure

SEC source: 0000899243-21-008113 · doc4.xml · nonDerivative · entry 1

Felix Investments Holdings II, LLC · CIK 0001804813 · Director · 10% owner

Felix Energy Investments II, LLC · CIK 0001805689 · 10% owner

EnCap Energy Capital Fund X, L.P. · CIK 0001636722 · 10% owner

Felix STACK Holdings, LLC · CIK 0001663280 · 10% owner

EnCap FEx Holdings, LLC · CIK 0001663279 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,158,779

F1 · kind: On February 22, 2021, Felix Investments Holdings II, LLC ("Felix Holdings") (on behalf of EnCap Energy Capital Fund X, L.P. ("EnCap Fund X")) and Felix STACK Holdings, LLC ("Felix STACK") executed a block trade under Rule 144 pursuant to which an aggregate of 29,579,389 shares of the Issuer's common stock, $0.10 par value per share ("Common Stock"), were sold for $21.05 per share, which shares included 26,326,096 shares that were held of record by Felix Holdings and 3,253,293 shares that were held of record by Felix STACK (such sale, the "Block Trade"). As of immediately following the Block Trade, 52,652,193 of the shares of Common Stock reflected in this report were held of record by Felix Holdings and 6,506,586 of such shares were held of record by Felix STACK.

F1 · balance_after: On February 22, 2021, Felix Investments Holdings II, LLC ("Felix Holdings") (on behalf of EnCap Energy Capital Fund X, L.P. ("EnCap Fund X")) and Felix STACK Holdings, LLC ("Felix STACK") executed a block trade under Rule 144 pursuant to which an aggregate of 29,579,389 shares of the Issuer's common stock, $0.10 par value per share ("Common Stock"), were sold for $21.05 per share, which shares included 26,326,096 shares that were held of record by Felix Holdings and 3,253,293 shares that were held of record by Felix STACK (such sale, the "Block Trade"). As of immediately following the Block Trade, 52,652,193 of the shares of Common Stock reflected in this report were held of record by Felix Holdings and 6,506,586 of such shares were held of record by Felix STACK.

F1 · ownership.direct: On February 22, 2021, Felix Investments Holdings II, LLC ("Felix Holdings") (on behalf of EnCap Energy Capital Fund X, L.P. ("EnCap Fund X")) and Felix STACK Holdings, LLC ("Felix STACK") executed a block trade under Rule 144 pursuant to which an aggregate of 29,579,389 shares of the Issuer's common stock, $0.10 par value per share ("Common Stock"), were sold for $21.05 per share, which shares included 26,326,096 shares that were held of record by Felix Holdings and 3,253,293 shares that were held of record by Felix STACK (such sale, the "Block Trade"). As of immediately following the Block Trade, 52,652,193 of the shares of Common Stock reflected in this report were held of record by Felix Holdings and 6,506,586 of such shares were held of record by Felix STACK.

F4 · ownership.direct: Felix Investments is the direct and indirect sole owner of Felix Holdings. EnCap Fund X is a member of Felix Investments that holds the right to appoint two of the three representatives to the board of managers of Felix Investments, and pursuant to the limited liability company agreement of Felix Holdings, the members of the Felix Holdings board of managers are required to be comprised of the same individuals as the Felix Investments board of managers. EnCap FEx is a member of Felix STACK that holds the right to appoint two of the four representatives to the board of managers of Felix STACK. Each of the two representatives to the board of managers of Felix STACK appointed by EnCap FEx possesses one and one-half votes and the other two representatives to the board of managers of Felix STACK possess one vote each (for a total of five votes for all managers).

F5 · ownership.direct: Continued from footnote (4): EnCap Fund IX is the sole managing member of EnCap FEx. Each of EnCap Fund IX and EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the sole general partner of EnCap Fund IX, and EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X.

F6 · ownership.direct: Continued from footnote (5): Each of Felix Investments, EnCap FEx, EnCap Fund IX, EnCap Fund IX GP, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any Reporting Persons under its direct or indirect control. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

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January 07, 2021 Filed Jan 11, 2021 18:26 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 OtherClass A Common Stock 638,744 $3.99 $2,548,588.56
Disclosure

SEC source: 0000899243-21-001388 · doc4.xml · nonDerivative · entry 1

EnCap Energy Capital Fund V L P · CIK 0001302312 · 10% owner

EnCap V-B Acquisitions, L.P. · CIK 0001376869 · 10% owner

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 4,611,808

F1 · security: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund V GP, L.P. ("Fund V GP"), EnCap Equity Fund VI GP, L.P. ("Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("Fund VII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund V, L.P. ("Fund V"), EnCap Energy Capital Fund VI, L.P. ("Fund VI"), EnCap Energy Capital Fund VII, L.P. ("Fund VII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund V GP is general partner of EnCap Energy Capital Fund V-B, L.P., which is sole member of EnCap V-B Acquisitions GP, LLC, which is general partner of EnCap V-B Acquisitions, L.P. ("Fund V-B").

F2 · security: (Continued from footnote 1): Fund VI GP is also general partner of EnCap Energy Capital Fund VI-B, L.P., which is sole member of EnCap VI-B Acquisitions GP, LLC, which is general partner of EnCap VI-B Acquisitions, L.P. ("Fund VI-B"). Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold"). Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund V GP, Fund VI GP, Fund VII GP or Fund IX GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F3 · kind: These shares of Class A Common Stock were directly held by Fund V, Fund V-B, Fund VI and Fund VI-B (collectively, the "Seller Funds") and transferred to Independence Resources Holdings, LLC on January 7, 2021, upon closing of the transactions contemplated by that certain Securities Purchase Agreement, dated December 17, 2020 (the "Transactions").

F3 · shares: These shares of Class A Common Stock were directly held by Fund V, Fund V-B, Fund VI and Fund VI-B (collectively, the "Seller Funds") and transferred to Independence Resources Holdings, LLC on January 7, 2021, upon closing of the transactions contemplated by that certain Securities Purchase Agreement, dated December 17, 2020 (the "Transactions").

F4 · balance_after: These shares of Class A Common Stock are directly held by Fund VII.

F1 · ownership.nature: EnCap Partners GP, LLC ("EnCap Partners GP") is general partner of EnCap Partners, LP ("EnCap Partners"), which is managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is general partner of EnCap Investments L.P. ("Investments LP"), which is general partner of EnCap Equity Fund V GP, L.P. ("Fund V GP"), EnCap Equity Fund VI GP, L.P. ("Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("Fund VII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are general partner of EnCap Energy Capital Fund V, L.P. ("Fund V"), EnCap Energy Capital Fund VI, L.P. ("Fund VI"), EnCap Energy Capital Fund VII, L.P. ("Fund VII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund V GP is general partner of EnCap Energy Capital Fund V-B, L.P., which is sole member of EnCap V-B Acquisitions GP, LLC, which is general partner of EnCap V-B Acquisitions, L.P. ("Fund V-B").

F2 · ownership.nature: (Continued from footnote 1): Fund VI GP is also general partner of EnCap Energy Capital Fund VI-B, L.P., which is sole member of EnCap VI-B Acquisitions GP, LLC, which is general partner of EnCap VI-B Acquisitions, L.P. ("Fund VI-B"). Fund IX directly owns 100% of the membership interests of Bolding Energy Holdings, LLC ("Bold"). Therefore, each EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund V GP, Fund VI GP, Fund VII GP or Fund IX GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

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January 07, 2021 Filed Jan 11, 2021 21:08 UTC WPX ENERGY, INC. WPX · Entity 35798 Disposition to issuerCommon Stock 152,910,532 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-21-001415 · doc4.xml · nonDerivative · entry 1

Felix Investments Holdings II, LLC · CIK 0001804813 · Director · 10% owner

Felix Energy Investments II, LLC · CIK 0001805689 · Director · 10% owner

EnCap Energy Capital Fund X, L.P. · CIK 0001636722 · Director · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On January 7, 2021, pursuant to the Agreement and Plan of Merger dated as of September 26, 2020 (the "Merger Agreement"), by and among WPX Energy, Inc. (the "Issuer"), Devon Energy Corporation ("Devon") and East Merger Sub, Inc., a wholly owned subsidiary of Devon ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, each share of common stock of the Issuer, $0.01 par value, issued and outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive 0.5165 shares of common stock of Devon, $0.10 par value ("Devon Common Stock").

F1 · price: On January 7, 2021, pursuant to the Agreement and Plan of Merger dated as of September 26, 2020 (the "Merger Agreement"), by and among WPX Energy, Inc. (the "Issuer"), Devon Energy Corporation ("Devon") and East Merger Sub, Inc., a wholly owned subsidiary of Devon ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Devon. Pursuant to the Merger Agreement, each share of common stock of the Issuer, $0.01 par value, issued and outstanding immediately prior to the effective time of the Merger was automatically converted into the right to receive 0.5165 shares of common stock of Devon, $0.10 par value ("Devon Common Stock").

F2 · price: On January 6, 2021 (the day prior to the effective time of the Merger), the closing price of one share of Devon Common Stock was $18.32.

F3 · ownership.direct: Felix Investments Holdings II, LLC ("Felix Investments") was the record holder of the shares reported herein. Felix Energy Investments II, LLC ("Felix Energy") is the direct and indirect sole owner of Felix Investments. EnCap Energy Capital Fund X, L.P. ("EnCap Fund X") is a member of Felix Energy that holds the right to appoint two of the three representatives to the board of managers of Felix Energy, and pursuant to the limited liability company agreement of Felix Investments, the members of the Felix Investments board of managers are required to be comprised of the same individuals as the Felix Energy board of managers.

F4 · ownership.direct: (continued from footnote 3) EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X. Each of Felix Energy, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners and EnCap Partners GP may have been deemed to share voting or dispositive power over the reported securities. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

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November 13, 2020 Filed Nov 13, 2020 21:05 UTC Montage Resources Corp MR · Entity 145347 Disposition to issuerCommon Stock 2,521,573 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-20-030979 · doc4.xml · nonDerivative · entry 4

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Energy Capital Fund VIII Co-Investors, L.P. · CIK 0001537403 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

TPR Residual Assets, LLC · CIK 0001766953 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · kind: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2 · price: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3 · balance_after: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F8 · ownership.nature: These securities were directly held by TPR Residual Assets, LLC ("TPR Residual"). TPR Residual is member-managed by EnCap Fund IX. Therefore, EnCap Fund IX may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by TPR Residual.

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November 13, 2020 Filed Nov 13, 2020 21:05 UTC Montage Resources Corp MR · Entity 145347 Disposition to issuerCommon Stock 3,979,173 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-20-030979 · doc4.xml · nonDerivative · entry 3

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Energy Capital Fund VIII Co-Investors, L.P. · CIK 0001537403 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

TPR Residual Assets, LLC · CIK 0001766953 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · kind: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2 · price: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3 · balance_after: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F7 · ownership.nature: These securities were directly held by EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, the sole general partner of EnCap Fund VIII Co-Invest. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to have beneficially owned these securities.

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November 13, 2020 Filed Nov 13, 2020 21:05 UTC Montage Resources Corp MR · Entity 145347 Disposition to issuerCommon Stock 4,856,485 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-20-030979 · doc4.xml · nonDerivative · entry 2

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Energy Capital Fund VIII Co-Investors, L.P. · CIK 0001537403 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

TPR Residual Assets, LLC · CIK 0001766953 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · kind: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2 · price: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3 · balance_after: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F6 · ownership.nature: These securities were directly held by EnCap Energy Capital Fund IX, L.P ("EnCap Fund IX"). EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Holdings, which is the sole member of EnCap Holdings Blocker. EnCap Holdings Blocker is the sole member of EnCap Investments GP, which is the sole general partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to have beneficially owned these securities.

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November 13, 2020 Filed Nov 13, 2020 21:05 UTC Montage Resources Corp MR · Entity 145347 Disposition to issuerCommon Stock 2,694,673 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-20-030979 · doc4.xml · nonDerivative · entry 1

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Energy Capital Fund VIII Co-Investors, L.P. · CIK 0001537403 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

TPR Residual Assets, LLC · CIK 0001766953 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

F1 · kind: On November 13, 2020, pursuant to the Agreement and Plan of Merger dated as of August 12, 2020 (the "Merger Agreement"), by and among Montage Resources Corporation (the "Issuer") and Southwestern Energy Company ("Southwestern"), the Issuer merged with and into Southwestern, with Southwestern continuing as the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of common stock of the Issuer, par value $0.01 per share, outstanding as of immediately prior to the effective time of the Merger was converted into the right to receive 1.8656 shares of Southwestern common stock, par value $0.01 per share ("Southwestern Common Stock").

F2 · price: On November 12, 2020 (the day prior to the effective time of the Merger), the closing price of one share of Southwestern Common Stock was $2.86.

F3 · balance_after: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: These securities were directly held by EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest"). EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Holdings Blocker"). EnCap Holdings Blocker is (i) the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"), and (ii) the sole limited partner of EnCap Investments LP. EnCap Investments LP is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the sole general partner of EnCap Fund VIII Co-Invest.

F5 · ownership.nature: (Continued from footnote 4) Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund VIII GP may be deemed to have beneficially owned these securities.

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July 09, 2020 Filed Jul 9, 2020 21:41 UTC WPX ENERGY, INC. WPX · Entity 35798 GrantCommon Stock 1,380,895 $10.46 $14,444,161.70
Disclosure

SEC source: 0000899243-20-018891 · doc4.xml · nonDerivative · entry 1

Felix Investments Holdings II, LLC · CIK 0001804813 · Director · 10% owner

Felix Energy Investments II, LLC · CIK 0001805689 · Director · 10% owner

EnCap Energy Capital Fund X, L.P. · CIK 0001636722 · Director · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 152,910,532

F1 · kind: The shares reported herein were issued to the Reporting Person pursuant to certain adjustment features described in the Securities Purchase Agreement, dated December 15, 2019, by and between the Issuer and Felix Investments Holdings II, LLC ("Felix Investments"), pursuant to which the Issuer acquired all of the issued and outstanding membership interests of Felix Energy Holdings II, LLC on March 6, 2020.

F2 · ownership.direct: Felix Investments is the record holder of the shares reported herein. Felix Energy Investments II, LLC ("Felix Energy") is the direct and indirect sole owner of Felix Investments. EnCap Energy Capital Fund X, L.P. ("EnCap Fund X") is a member of Felix Energy that holds the right to appoint two of the three representatives to the board of managers of Felix Energy, and pursuant to the limited liability company agreement of Felix Investments, the members of the Felix Investments board of managers are required to be comprised of the same individuals as the Felix Energy board of managers.

F3 · ownership.direct: (continued from footnote 2) EnCap Fund X is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole general partner of EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the sole general partner of EnCap Fund X. Each of Felix Energy, EnCap Fund X, EnCap Fund X GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners and EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

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June 11, 2018 Filed Jun 13, 2018 21:45 UTC Chord Energy Corp OAS · Entity 630 OtherCommon Stock 25,821,413 $0.00 $0.00
Disclosure

SEC source: 0000899243-18-016479 · doc4.xml · nonDerivative · entry 1

ENCAP ENERGY CAPITAL FUND VI L P · CIK 0001366397 · 10% owner

EnCap VI-B Acquisitions, L.P. · CIK 0001494333 · 10% owner

ENCAP ENERGY CAPITAL FUND VII LP · CIK 0001422885 · 10% owner

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Energy Capital Fund VIII Co-Investors, L.P. · CIK 0001537403 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,106,166

F1 · kind: Pursuant to the company agreement of Forge Energy, LLC ("Forge Energy"), on June 11, 2018, Forge Energy made a distribution of the securities of the issuer to its sole member, Forge Energy Holdings, LLC ("Forge Energy Holdings"). Pursuant to the company agreement of Forge Energy Holdings, on the same date, Forge Energy Holdings made a pro rata distribution of the securities of the issuer to all of its members, of which EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") and EnCap Energy Capital Fund VIII Co-Investors, L.P. ("EnCap Fund VIII Co-Invest") are members.

F2 · shares: As a result of the foregoing distributions by Forge Energy and Forge Energy Holdings, EnCap Fund VIII directly owns 18,774,504 shares of common stock of the issuer and EnCap Fund VIII Co-Invest directly owns 7,046,909 shares of common stock of the issuer. As described below, EnCap Fund VIII and EnCap Fund VIII Co-Invest are each under common control with EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap VI-B Acquisitions, L.P. ("EnCap VI-B") and EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII" and, together with EnCap Fund VI, EnCap VI-B, EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds"),

F2 · balance_after: As a result of the foregoing distributions by Forge Energy and Forge Energy Holdings, EnCap Fund VIII directly owns 18,774,504 shares of common stock of the issuer and EnCap Fund VIII Co-Invest directly owns 7,046,909 shares of common stock of the issuer. As described below, EnCap Fund VIII and EnCap Fund VIII Co-Invest are each under common control with EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap VI-B Acquisitions, L.P. ("EnCap VI-B") and EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII" and, together with EnCap Fund VI, EnCap VI-B, EnCap Fund VIII and EnCap Fund VIII Co-Invest, the "EnCap Funds"),

F3 · ownership.direct: The EnCap Funds are controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"). EnCap Partners GP is the general partner of EnCap Partners, LP ("EnCap Partners LP"), which is the sole member of EnCap Investments Holdings, LLC ("EnCap Investments Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Investments Holdings Blocker"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the sole member of each of (i) EnCap Equity Fund VI GP, LLC ("EnCap Fund VI GP LLC"), which is the sole general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), (ii) EnCap Equity Fund VII GP, LLC ("EnCap Fund VII GP LLC"),

F4 · ownership.direct: (Continued from footnote 3) which is the sole general partner of EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and (iii) EnCap Equity Fund VIII GP, LLC ("EnCap Fund VIII GP LLC"), which is the sole general partner of EnCap Equity Fund VIII GP, L.P. ("Equity Fund VIII GP").

F5 · ownership.direct: EnCap Fund VI GP is the sole general partner of EnCap Fund VI and EnCap Fund VI-B, EnCap Fund VII GP is the sole general partner of EnCap Fund VII and EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. Therefore EnCap Partners GP, EnCap Partners LP, EnCap Investments Holdings, EnCap Investments Holdings Blocker, EnCap Investments GP, EnCap Investments LP, EnCap Fund VI GP LLC, EnCap Fund VI GP, EnCap Fund VII GP LLC, EnCap Fund VII GP, EnCap Fund VIII GP LLC and EnCap Fund VIII GP may be deemed to beneficially own the reported securities.

F6 · ownership.direct: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

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June 01, 2018 Filed Jun 5, 2018 18:06 UTC EARTHSTONE ENERGY INC ESTE · Entity 108644 OtherClass B Common Stock · Derivative 650,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-18-015139 · doc4.xml · derivative · entry 1

Bold Energy Holdings, LLC · CIK 0001707241 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,956,524

Underlying: Class A Common Stock · 650,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Upon the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017, by and among Earthstone Energy, Inc. (the "Issuer"), Earthstone Energy Holdings, LLC ("EEH"), Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC ("Bold Holdings") and Bold Energy III LLC, Bold Holdings received 36,070,828 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Bold Holdings' discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of EEH, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of EEH.

F2 · kind: Pursuant to the Written Consent of the Board of Managers of Bold Holdings, dated June 1, 2018, and the Redemption Agreement, dated June 1, 2018, by and between Bold Holdings and Bold Energy Management III LLC ("Bold Management"), Bold Holdings redeemed all of the Class C Units of Bold Holdings held Bold Management in exchange for the distribution of 650,000 Units EEH and 650,000 shares of Class B Common Stock of the Issuer to Bold Management, and following such redemption Bold Holdings canceled all of the outstanding Class C Units of Bold Holdings.

F2 · price: Pursuant to the Written Consent of the Board of Managers of Bold Holdings, dated June 1, 2018, and the Redemption Agreement, dated June 1, 2018, by and between Bold Holdings and Bold Energy Management III LLC ("Bold Management"), Bold Holdings redeemed all of the Class C Units of Bold Holdings held Bold Management in exchange for the distribution of 650,000 Units EEH and 650,000 shares of Class B Common Stock of the Issuer to Bold Management, and following such redemption Bold Holdings canceled all of the outstanding Class C Units of Bold Holdings.

F1 · derivative.exercise_date: Upon the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017, by and among Earthstone Energy, Inc. (the "Issuer"), Earthstone Energy Holdings, LLC ("EEH"), Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC ("Bold Holdings") and Bold Energy III LLC, Bold Holdings received 36,070,828 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Bold Holdings' discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of EEH, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of EEH.

F1 · derivative.expiration_date: Upon the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 7, 2016, and as amended on March 21, 2017, by and among Earthstone Energy, Inc. (the "Issuer"), Earthstone Energy Holdings, LLC ("EEH"), Lynden USA Inc., Lynden USA Operating, LLC, Bold Energy Holdings, LLC ("Bold Holdings") and Bold Energy III LLC, Bold Holdings received 36,070,828 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Bold Holdings' discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Unit of EEH, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of EEH.

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January 18, 2018 Filed Jan 22, 2018 16:52 UTC Montage Resources Corp ECR · Entity 145347 PurchaseCommon Stock, par value $0.01 per share 37,823,596 $2.44 $92,225,274.13
Disclosure

SEC source: 0000899243-18-001607 · doc4.xml · nonDerivative · entry 1

EnCap Energy Capital Fund VIII, L.P. · CIK 0001504103 · 10% owner

EnCap Energy Capital Fund VIII Co-Investors, L.P. · CIK 0001537403 · 10% owner

EnCap Energy Capital Fund IX, L.P. · CIK 0001565683 · 10% owner

EnCap Partners GP, LLC · CIK 0001726182 · 10% owner

ZORICH ROBERT L · CIK 0001229915 · Director

PHILLIPS D MARTIN · CIK 0001142791 · Director

Swanson Douglas E Jr · CIK 0001494330 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 37,823,596

F1 · price: On January 18, 2018, Eclipse Resources-PA, LP ("Eclipse PA"), a wholly owned subsidiary of Eclipse Resources Corporation, a Delaware corporation (the "Issuer"), and the Issuer completed the purchase of certain oil and gas leases, wells and other oil and gas rights and interests held by Travis Peak Resources, LLC, a Delaware limited liability company ("Travis Peak") covering approximately 44,500 net acres located in the counties of Tioga and Potter in the Commonwealth of Pennsylvania (such transaction, the "Travis Peak Transaction") pursuant to that certain Purchase and Sale Agreement dated December 8, 2017 by and among Travis Peak, the Issuer and Eclipse PA (the "PSA"). The aggregate purchase price for the Travis Peak Transaction, as adjusted pursuant to the PSA, was $92.2 million (the "Purchase Price"),

F2 · price: (Continued from Footnote 1) which the Issuer paid entirely through the issuance of 37,823,596 shares (the "Shares") of the Issuer's shares of common stock, $0.01 par value (the "Common Stock") to Travis Peak. The number of Shares issued to Travis Peak was calculated by dividing the Purchase Price by $2.4383, which was the 30 consecutive-day volume weighted average price per share of the Common Stock ending on the second trading day immediately preceding the closing date.

F3 · balance_after: The reporting persons disclaim beneficial ownership of the reported securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

F4 · ownership.nature: These securities are directly held by Travis Peak. Travis Peak is member-managed by TPR Holding Company, LLC ("TPR Holding"). EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX") is a member of TPR Holding that holds the right to appoint three of the five representatives to the board of managers of TPR Holding. Each of the representatives to the board of managers of TPR Holding has one vote and decisions are made by a majority vote. As a result, EnCap Fund IX may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Travis Peak. The Form 4 filed on September 22, 2016 listed EnCap Partners, LLC as a reporting person. Effective April 6, 2017, EnCap Partners, LLC was converted into a limited partnership with the name EnCap Partners, LP ("EnCap Partners"). In connection with the conversion, EnCap Partners GP, LLC ("EnCap Partners GP") was formed as its sole general partner.

F5 · ownership.nature: (Continued from Footnote 4) EnCap Partners GP replaces EnCap Partners, LLC as a reporting person and a joint filer. EnCap Partners GP is the sole general partner of EnCap Partners, which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments Holdings Blocker, LLC ("EnCap Holdings Blocker"). EnCap Holdings Blocker is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), the sole general partner of EnCap Fund IX. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Holdings Blocker, EnCap Investments GP, EnCap Investments LP and EnCap Fund IX GP may be deemed to beneficially own these securities.

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