☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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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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Bighorn Permian Resources 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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(b)☐
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3
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SEC USE ONLY
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4
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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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5
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SOLE VOTING POWER
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5,650,977
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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5,650,977 (1)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,650,977
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.2%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Includes 510,638 shares of Class A Common Stock issued to a wholly-owned subsidiary of the Reporting Person which shares are subject to an escrow agreement to satisfy potential indemnification claims associated with the transactions
pursuant to which the Reporting Person acquired the shares reported herein. 50% of such shares of Class A Common Stock will be released from escrow on October 14, 2022, with the remainder released on April 14, 2023 (in each case, less an
amount necessary to satisfy any unresolved holdback claims as of such time).
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(2)
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Based upon 73,301,255, shares of Class A Common Stock of the Issuer outstanding as of March 3, 2022, as reported in the annual report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 9, 2022
plus the number of shares of Class A Common Stock issued after such date and reported herein as beneficially owned by the Reporting Person.
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(a) |
Name of Issuer:
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(b) |
Address of Issuer’s Principal Executive Offices:
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(a) |
Name of Person Filing:
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(b) |
Address of Principal Business Office, or, if None, Residence:
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(c) |
Citizenship:
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(d) |
Title of Class of Securities:
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(e)
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CUSIP Number:
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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(b)
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Percent of class:
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(c)
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Number of Shares as to which each Reporting Person has:
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition of:
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(iv)
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Shared power to dispose or to direct the disposition of:
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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Dated: April 22, 2022
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BIGHORN PERMIAN RESOURCES, LLC
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By:
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/s/ Steven D. Gray
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Name:
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Steven D. Gray
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Title:
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Director
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