SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOFF JOHN C

(Last)

(First)

(Middle)

500 COMMERCE STREET SUITE 700

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Crescent Energy Co [ CRGY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2024		A		25,492	A	$0⁽¹⁾	45,849	D
Class A Common Stock								714,357	D⁽²⁾
Class A Common Stock								2,028,804	I	See footnotes⁽³⁾⁽⁴⁾
Class A Common Stock								1,830,930	I	See footnotes⁽⁵⁾
Class A Common Stock								2,413,523	I	See footnotes⁽⁶⁾
Class A Common Stock								605,332	I	See footnote⁽⁷⁾
Class A Common Stock								607,741	I	See footnote⁽⁸⁾
Class A Common Stock								953,663	I	See footnotes⁽⁹⁾
Class A Common Stock								489,058	I	See footnote⁽¹⁰⁾
Class A Common Stock								52,391	I	See footnotes⁽¹¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares of Crescent Energy Company (the "Issuer") Class A common stock ("Common Stock") reported are restricted stock units ("RSUs") granted to the reporting person pursuant to the Crescent Energy Company 2021 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest on April 1, 2025, subject to the reporting person's continuous service through such date.

2. The Common Stock is held in an IRA account for the benefit of John C. Goff.

3. The Common Stock is held directly by Goff MCF Partners, LP ("Goff MCF"). GFS Contango GP, LLC ("GFS Contango") is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management, LLC ("GFS Management") is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. Goff Focused Strategies LLC ("GFS") is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT Strategies, LLC ("GFT") is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. John C. Goff 2010 Family Trust (the "Trust") is the managing member of GFT and, as such, it may be deemed to beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. G

4. (Continued from footnote 3), Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCF, except to the extent of his pecuniary interest therein.

5. The Common Stock is held directly by JCG 2016 Holdings, LP ("Holdings"). JCG 2016 Management, LLC ("Holdings GP") is the general partner of Holdings, the Trust is the controlling equity holder of Holdings GP, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

6. The Common Stock is held directly by the Trust. John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

7. The Common Stock is held directly by Goff Family Investments, LP ("Goff Investments"). Goff Capital, Inc. ("Goff Capital") is the general partner of Goff Investments, the Trust is the controlling equity holder of Goff Capital, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

8. The Common Stock is held directly by Goff MCEP Holdings, LLC ("Goff MCEP"). Goff Capital is the manager of Goff MCEP, the Trust is the controlling equity holder of Goff Capital, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

9. The Common Stock is held directly by Goff MCEP II, LP ("MCEP II"). GFS MCEP GP, LLC ("GFS MCEP") is the general partner of MCEP II. GFS Management is the managing member of GFS MCEP, GFS is the managing member of GFS Management, GFT is the controlling equity holder of GFS, the Trust is the managing member of GFT, and John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

10. The Common Stock is held directly by Goff Focused Energy Strategies, LP ("Goff Energy"). GFS Energy GP, LLC ("GFS Energy") is the general partner of Goff Energy. GFS Management is the managing member of GFS Energy, GFS is the managing member of GFS Management, GFT is the controlling equity holder of GFS, the Trust is the managing member of GFT, and John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

11. The Common Stock is held directly by The Goff Family Foundation ("GFF"). John C. Goff is the sole board member of GFF. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.

Remarks:

	/s/ Bo Shi, as attorney-in-fact for John C. Goff	04/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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