*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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1
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NAMES OF REPORTING PERSONS
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YORKTOWN ENERGY PARTNERS XI, L.P. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (1) |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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1,784,113 (2) |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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1,784,113 (2) |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,784,113 (2) |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.0% (3) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN |
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(1)
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On February 26, 2021, Riley Exploration Permian, Inc., formerly Tengasco, Inc. (the “Issuer”) completed a business combination pursuant to an Agreement and Plan of
Merger, dated as of October 21, 2020, by and among the Issuer, Antman Sub, LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Issuer (“Merger Sub”), and Riley
Exploration – Permian, LLC (“REP”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among the Issuer, Merger Sub and REP (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into REP, with REP continuing as the surviving entity in the merger and a wholly-owned subsidiary of the Issuer (the “Merger”). In connection with the Merger, the Issuer issued shares of the Issuer’s common stock, $0.001 par value per share (the “Common Stock”), to REP’s
unitholders, including the Reporting Persons (as defined in Item 2 below), at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split as defined below) in exchange for each
common unit of REP held by REP’s unitholders as of the effective time of the Merger (the “Effective Time”). The source of funds for the REP units held by the Reporting Persons prior to the Merger
was provided by the Reporting Persons’ limited partners.
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(2) |
This amount reflects a 1-for-12 reverse stock split of the Issuer’s Common Stock, effective February 26, 2021 (the “Reverse Stock Split”).
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(3) |
Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.
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1
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NAMES OF REPORTING PERSONS
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YORKTOWN XI COMPANY LP |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (1) |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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1,784,113 (2)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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1,784,113 (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,784,113 (2) (3)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.0% (4) |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN |
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(1) |
On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares
of Common Stock to REP’s unitholders, including the Reporting Persons (as defined in Item 2 below), at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each
common unit of REP held by REP’s unitholders as of the Effective Time. The source of funds for the REP units held by the Reporting Persons prior to the Merger was provided by the Reporting Persons’ limited partners.
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(2) |
This amount reflects the Reverse Stock Split.
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(3) |
These securities are directly held by Yorktown Energy Partners XI, L.P. (“Yorktown XI”). Yorktown XI Company LP is the sole general partner of Yorktown XI. As a result,
Yorktown XI Company LP 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 Yorktown XI. Yorktown XI Company LP disclaims beneficial ownership of the securities owned by
Yorktown XI in excess of its pecuniary interests therein.
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(4) |
Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.
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1
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NAMES OF REPORTING PERSONS
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YORKTOWN XI ASSOCIATES LLC |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (1) |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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1,784,113 (2) |
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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1,784,113 (2) |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,784,113 (2) (3) |
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.0% (4) |
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO |
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(1) |
On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares
of Common Stock to REP’s unitholders, including the Reporting Persons (as defined in Item 2 below), at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each
common unit of REP held by REP’s unitholders as of the Effective Time.
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(2) |
This amount reflects the Reverse Stock Split.
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(3) |
These securities are directly held by Yorktown XI. Yorktown XI Company LP is the sole general partner of Yorktown XI and Yorktown XI Associates LLC is the sole general partner of Yorktown XI Company LP. As a
result, Yorktown XI Associates LLC 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 Yorktown XI. The managers of Yorktown XI Associates LLC, who act by majority
approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino, Bryan R. Lawrence and James C. Crain. Yorktown XI Company LP and Yorktown XI Associates LLC disclaim beneficial ownership of the
securities owned by Yorktown XI in excess of their respective pecuniary interests therein. The managers of Yorktown XI Associates LLC disclaim beneficial ownership of the Common Stock held by Yorktown
Energy Partners XI, L.P.
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(4) |
Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Material to Be Filed as Exhibits.
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Joint Filing Agreement dated March 8, 2021.
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Exhibit 2.1
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Agreement and Plan of Merger, by and among Tengasco, Inc., Antman Sub, LLC, and Riley Exploration - Permian, LLC, dated as of October 21, 2020 (incorporated by reference from Exhibit 2.1 to the Issuer’s Current
Report on Form 8-K, filed with the SEC on October 22, 2020).
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Exhibit 2.2
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Amendment No. 1 to Agreement and Plan of Merger, by and among Tengasco, Inc., Antman Sub, LLC, and Riley Exploration - Permian, LLC, dated as of January 20, 2021 (incorporated by reference from Exhibit
2.1 to the Issuer’s Current Report on Form 8‑K, filed with the SEC on January 22, 2021).
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Exhibit 2.3
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Second Amended and Restated Registration Rights Agreement dated October 7, 2020 by and among Riley Exploration – Permian, LLC, Riley Exploration Group, Inc., Yorktown Energy Partners XI, L.P., Boomer Petroleum, LLC,
Bluescape Riley Exploration Holdings LLC, Bluescape Riley Acquisition Company LLC, Bobby D. Riley, Kevin Riley and Corey Riley (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-4,
filed with the SEC on December 31, 2021).
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Exhibit 2.4
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First Amended and Restated Certificate of Incorporation of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 4.1 to the Issuer’s
Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750).
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Exhibit 2.5
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Second Amended and Restated Bylaws of Riley Exploration Permian, Inc. (incorporated by reference to Exhibit 4.2 to the Issuer’s Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750).
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YORKTOWN ENERGY PARTNERS XI, L.P.
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By:
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Yorktown XI Company LP,
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Its General Partner
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By:
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Yorktown XI Associates LLC,
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Its General Partner
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By:
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/s/ Bryan H. Lawrence
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Name: Bryan H. Lawrence
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Title: Managing Member
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YORKTOWN XI COMPANY LP
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By:
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Yorktown XI Associates LLC,
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Its General Partner
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By:
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/s/ Bryan H. Lawrence
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Name: Bryan H. Lawrence
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Title: Managing Member
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YORKTOWN XI ASSOCIATES LLC
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By:
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/s/ Bryan H. Lawrence
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Name: Bryan H. Lawrence
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Title: Managing Member
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Name and Business Address
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Capacity in which
Serves Yorktown XI
Associates
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Principal Occupation
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Name, Principal Business and
Address of Organization in
which Principal Occupation
is Conducted
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James C. Crain
410 Park Avenue
20th Floor
New York, New York 10022
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Managing Member
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Investor
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300 Crescent Court
Suite 900
Dallas, Texas 75201
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W. Howard Keenan, Jr.
410 Park Avenue
20th Floor
New York, New York 10022
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Managing Member
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Managing Member of Yorktown Partners LLC
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410 Park Avenue
20th Floor
New York, New York
10022
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Tomás R. LaCosta
410 Park Avenue
20th Floor
New York, New York 10022
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Managing Member
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Managing Member of Yorktown Partners LLC
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410 Park Avenue
20th Floor
New York, New York
10022
|
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Bryan H. Lawrence
410 Park Avenue
20th Floor
New York, New York 10022
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Managing Member
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Managing Member of Yorktown Partners LLC
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410 Park Avenue
20th Floor
New York, New York
10022
|
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Bryan R. Lawrence
410 Park Avenue
20th Floor
New York, New York 10022
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Managing Member
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Managing Member of Yorktown Partners LLC
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410 Park Avenue
20th Floor
New York, New York
10022
|
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Peter A. Leidel
410 Park Avenue
20th Floor
New York, New York 10022
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Managing Member
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Managing Member of Yorktown Partners LLC
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410 Park Avenue
20th Floor
New York, New York
10022
|
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Robert A. Signorino, Jr.
410 Park Avenue
20th Floor
New York, New York 10022
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Managing Member
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Managing Member of Yorktown Partners LLC
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410 Park Avenue
20th Floor
New York, New York
10022
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By:
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/s/ Bryan H. Lawrence
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Date:
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March 8, 2021
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Name: Bryan H. Lawrence
|
||||
Title: Managing Member
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By:
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/s/ Bryan H. Lawrence
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Date:
|
March 8, 2021
|
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Name: Bryan H. Lawrence
|
||||
Title: Managing Member
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By:
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/s/ Bryan H. Lawrence
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Date:
|
March 8, 2021
|
|
Name: Bryan H. Lawrence
|
||||
Title: Managing Member
|