0000950170-24-081747.txt : 20240703 0000950170-24-081747.hdr.sgml : 20240703 20240703205931 ACCESSION NUMBER: 0000950170-24-081747 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240627 FILED AS OF DATE: 20240703 DATE AS OF CHANGE: 20240703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capobianco David N CENTRAL INDEX KEY: 0001298438 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101469 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE S STREET 2: SUITE 900 CITY: SEATTLE STATE: WA ZIP: 98104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LandBridge Co LLC CENTRAL INDEX KEY: 0001995807 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 933636146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5555 SAN FELIPE STREET, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 230-8864 MAIL ADDRESS: STREET 1: 5555 SAN FELIPE STREET, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 3/A 1 ownership.xml 3/A X0206 3/A 2024-06-27 2024-06-27 0 0001995807 LandBridge Co LLC LB 0001298438 Capobianco David N C/O LANDBRIDGE COMPANY LLC 5555 SAN FELIPE STREET, SUITE 1200 HOUSTON TX 77056 true false true false Class B shares 55726603 I See Footnotes DBR Land Holdings LLC Units Class A shares 55726603 I See Footnote Includes 55,726,603 Class B shares representing limited liability company interests (the "Class B shares") of the Issuer that are directly held by LandBridge Holdings LLC ("LandBridge Holdings") following the closing of the Issuer's initial public offering (the "IPO") of its Class A shares representing limited liability company interests (the "Class A shares") and the concurrent private placement of Class A shares. Five Point Energy Fund II AIV-VII LP ("Fund II") and Five Point Energy Fund III AIV-VIII LP ("Fund III"), which collectively owns 97.4% of the capital interests of LandBridge Holdings and has the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP is the sole general partner of Fund II. Five Point Energy GP II LLC is the sole general partner of Five Point Energy GP II LP. (Continued from footnote 1) Five Point Energy GP III LP is the sole general partner of Fund III. Five Point Energy GP III LLC is the sole general partner of Five Point Energy GP III LP. Each of Five Point Energy GP II LLC and Five Point Energy GP III LLC is controlled by the reporting person as each respective entity's sole member. As a result of the foregoing, the reporting person 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. The reporting person disclaims beneficial ownership of Class B shares in excess of his pecuniary interest therein, if any. 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 Issuer generally. At the request of a holder, each membership interest ("OpCo Unit") in DBR Land Holdings LLC ("OpCo") 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. Includes 55,726,603 OpCo Units that are directly held by LandBridge Holdings, of which, as described in Footnotes 1 and 2 to this Form 3, the reporting person may be deemed to be the beneficial owner thereof. The reporting person disclaims beneficial ownership of OpCo Units in excess of his pecuniary interest therein, if any. This Form 3 amendment is being filed to reflect the number of Class B shares and OpCo Units held by the reporting person giving effect to the impact of the pricing and closing of the IPO, the exercise of the underwriters' option to purchase to purchase additional Class A shares in the IPO and the closing of a concurrent private placement of Class A shares to an accredited investor. By: /s/ Harrison Bolling, Attorney-In-Fact 2024-07-03