SEC FORM 3/A

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^*

Capobianco David N

(Last)

(First)

(Middle)

C/O LANDBRIDGE COMPANY LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON

77056

(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)
06/27/2024

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 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	55,726,603⁽¹⁾⁽²⁾⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
DBR Land Holdings LLC Units	⁽³⁾	⁽³⁾	Class A shares	55,726,603⁽⁴⁾	⁽³⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. 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.

2. (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.

3. 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.

4. 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.

Remarks:

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	07/03/2024
	** 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 5 (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).
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