SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Five Point Energy Fund II AIV-VII LP (Last) (First) (Middle) 825 TOWN & COUNTRY LANE #700 (Street) HOUSTON TX 77024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2024	3. Issuer Name and Ticker or Trading Symbol LandBridge Co LLC [ LB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B shares	57,901,603(1)(2)(3)(4)(5)(6)	I	See Footnotes(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
DBR Land Holdings LLC common units	(5)	(5)	Class A shares(7)	57,901,603	(5)	I	See Footnote(7)

1. Name and Address of Reporting Person* Five Point Energy Fund II AIV-VII LP (Last) (First) (Middle) 825 TOWN & COUNTRY LANE #700 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Five Point Energy Fund III AIV-VIII LP (Last) (First) (Middle) 825 TOWN & COUNTRY LANE #700 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Five Point Energy GP II LP (Last) (First) (Middle) 825 TOWN & COUNTRY LANE #700 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Five Point Energy GP II LLC (Last) (First) (Middle) 825 TOWN & COUNTRY LANE #700 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Five Point Energy GP III LP (Last) (First) (Middle) 825 TOWN & COUNTRY LANE #700 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Five Point Energy GP III LLC (Last) (First) (Middle) 825 TOWN & COUNTRY LANE #700 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Capobianco David N (Last) (First) (Middle) C/O LANDBRIDGE COMPANY LLC 5555 SAN FELIPE STREET, SUITE 1200 (Street) HOUSTON TX 77056 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. In connection with the closing of the initial public offering (the "IPO") of the Class A shares representing limited liability company interests in LandBridge Company LLC, a Delaware limited liability company (the "Company" and such shares, the "Class A shares") and the concurrent private placement of Class A shares, (i) LandBridge Holdings LLC ("LandBridge Holdings") will be formed and (ii) pursuant to a Master Reorganization Agreement, (a) LandBridge Holdings will make a capital contribution to Company in exchange for 57,901,603 of the Company's Class B shares representing limited liability company interests (the "Class B shares") and (b) LandBridge Holdings will receive 57,901,603 common units representing limited liability company interests ("OpCo Units") of DBR Land Holdings LLC, a Delaware limited liability company.

2. (Continued from footnote 1) This Form 3 is jointly filed by Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II"), Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP"), Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC"), Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP"), Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC"), and David N. Capobianco in order to satisfy the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). LandBridge Holdings is not included as a reporting person, because it does not exist as of the date of this filing, but its expected beneficial ownership of Class B shares and OpCo Units after the closing of the transactions described above are included herein.

3. Includes 57,901,603 Class B shares that will be directly held by LandBridge Holdings, which will be controlled by a board of managers consisting of five members, upon the closing of the IPO. Fund II and Fund III, which will collectively own 97.4% of the capital interests of LandBridge Holdings, will have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. GP II LP is the sole general partner of Fund II. GP II LLC is the sole general partner GP II LP. GP III LP is the sole general partner of Fund III. GP III LLC is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member.

4. (Continued from footnote 3) As a result of the foregoing, Mr. Capobianco may exercise voting and dispositive power over the Class B shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of Class B shares in excess of his pecuniary interest therein, if any.

5. Each Class B share has no economic rights but entitles its holder to one vote on all matters to be voted on by the shareholders of the Company generally. At the request of a holder, each OpCo Unit may be redeemed (along with the cancellation of a corresponding Class B share) for, subject to certain restrictions in the amended and restated limited liability company agreement of OpCo (the "OpCo LLCA"), newly issued Class A shares on a one-for-one basis or for a cash payment to be determined pursuant to the OpCo LLCA for each OpCo Unit redeemed. The OpCo Units do not expire.

6. In connection with the closing of the IPO, LandBridge Holdings and the Company are expected to enter into a Shareholder's Agreement, pursuant to which the Company will grant LandBridge Holdings the right to designate a majority of the members of the board of directors of the Company. As a result, Reporting Persons constitute "directors by deputization" with respect to the Company.

7. Includes an expected 57,901,603 OpCo Units that will be directly held by LandBridge Holdings, of which, as described in Footnotes 3 and 4 to this Form 3, David N. Capobianco may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units in excess of his pecuniary interest therein, if any.

	/s/ David N. Capobianco, Sole Member of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP	06/27/2024
	/s/ David N. Capobianco, Sole Member of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP	06/27/2024
	/s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP	06/27/2024
	/s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC	06/27/2024
	/s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP	06/27/2024
	/s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC	06/27/2024
	/s/ David N. Capobianco	06/27/2024
	** Signature of Reporting Person	Date
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