0000950170-24-081759.txt : 20240703 0000950170-24-081759.hdr.sgml : 20240703 20240703210551 ACCESSION NUMBER: 0000950170-24-081759 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: 241101485 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE S STREET 2: SUITE 900 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Five Point Energy GP II LLC CENTRAL INDEX KEY: 0002028396 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101488 BUSINESS ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 351-0700 MAIL ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Five Point Energy GP III LP CENTRAL INDEX KEY: 0002028366 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101487 BUSINESS ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 351-0700 MAIL ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Five Point Energy GP III LLC CENTRAL INDEX KEY: 0002028367 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101486 BUSINESS ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 351-0700 MAIL ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LandBridge Holdings LLC CENTRAL INDEX KEY: 0002029175 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101492 BUSINESS ADDRESS: STREET 1: 5555 SAN FELIPE STREET STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 230-8864 MAIL ADDRESS: STREET 1: 5555 SAN FELIPE STREET STREET 2: SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Five Point Energy Fund III AIV-VIII LP CENTRAL INDEX KEY: 0002028439 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101490 BUSINESS ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 351-0734 MAIL ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Five Point Energy GP II LP CENTRAL INDEX KEY: 0002028446 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101489 BUSINESS ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 351-0700 MAIL ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Five Point Energy Fund II AIV-VII LP CENTRAL INDEX KEY: 0002028478 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-42150 FILM NUMBER: 241101491 BUSINESS ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: (713) 351-0734 MAIL ADDRESS: STREET 1: 825 TOWN & COUNTRY LANE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77024 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 0002029175 LandBridge Holdings LLC C/O LANDBRIDGE COMPANY LLC 5555 SAN FELIPE STREET, SUITE 1200 HOUSTON TX 77056 true false true false 0002028478 Five Point Energy Fund II AIV-VII LP 825 TOWN & COUNTRY LANE #700 HOUSTON TX 77024 true false true false 0002028439 Five Point Energy Fund III AIV-VIII LP 825 TOWN & COUNTRY LANE #700 HOUSTON TX 77024 true false true false 0002028446 Five Point Energy GP II LP 825 TOWN & COUNTRY LANE #700 HOUSTON TX 77024 true false true false 0002028396 Five Point Energy GP II LLC 825 TOWN & COUNTRY LANE #700 HOUSTON TX 77024 true false true false 0002028366 Five Point Energy GP III LP 825 TOWN & COUNTRY LANE #700 HOUSTON TX 77024 true false true false 0002028367 Five Point Energy GP III LLC 825 TOWN & COUNTRY LANE #700 HOUSTON TX 77024 true false true false 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 D DBR Land Holdings LLC Units Class A shares 55726603 D In connection with the closing of the initial public offering (the "IPO") of the Issuer, (i) LandBridge Holdings LLC ("LandBridge Holdings"), (a) LandBridge Holdings made a capital contribution to the Issuer in exchange for 55,726,603 of the Issuer's Class B shares representing limited liability company interests (the "Class B shares") and (b) LandBridge Holdings received 55,726,603 common units representing limited liability company interests ("OpCo Units") of DBR Land Holdings LLC, a Delaware limited liability company. Includes 55,726,603 Class B shares that are directly held by LandBridge Holdings, which is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own 97.4% of the capital interests of LandBridge Holdings and have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III. Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. (Continued from footnote 2) Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. 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. 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 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 representing limited liability company interests in the Issuer 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. In connection with the closing of the IPO, LandBridge Holdings and the Issuer entered into a Shareholder's Agreement, pursuant to which the Issuer granted LandBridge Holdings the right to designate a majority of the members of the board of directors of the Issuer. As a result, reporting persons constitute "directors by deputization" with respect to the Issuer. Includes 55,726,603 OpCo Units that are directly held by LandBridge Holdings, of which, as described in Footnote 2 and 3 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. This Form 3 amendment is being filed to (i) reflect the number of Class B shares and OpCo Units held by the reporting persons 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 and (ii) add LandBridge Holdings LLC as a joint filer following its formation immediately prior to the closing of the IPO. /s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC 2024-07-03 /s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP 2024-07-03 /s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP 2024-07-03 /s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP 2024-07-03 /s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC 2024-07-03 /s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP 2024-07-03 /s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC 2024-07-03 /s/ David N. Capobianco 2024-07-03