0001104659-24-102885.txt : 20240925 0001104659-24-102885.hdr.sgml : 20240925 20240925183220 ACCESSION NUMBER: 0001104659-24-102885 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240923 FILED AS OF DATE: 20240925 DATE AS OF CHANGE: 20240925 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Walker John B CENTRAL INDEX KEY: 0001374442 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38083 FILM NUMBER: 241325756 MAIL ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Magnolia Oil & Gas Corp CENTRAL INDEX KEY: 0001698990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 815365682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-842-9050 MAIL ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: Magnolia Oil & Gas DATE OF NAME CHANGE: 20180801 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Energy Holdings Corp. DATE OF NAME CHANGE: 20170224 4 1 tm2424887-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-09-23 0 0001698990 Magnolia Oil & Gas Corp MGY 0001374442 Walker John B C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 HOUSTON TX 77002 1 0 0 0 0 Class A Common Stock 2024-09-23 4 C 0 4934442 A 9099403 I See Footnotes Class A Common Stock 2024-09-23 4 S 0 7000000 25.86 D 2099403 I See Footnotes Class A Common Stock 615485 D Class B Common Stock 2024-09-23 4 C 0 4934442 0 D Class A Common Stock 4934442 6023479 I See Footnotes Class B Common Stock 2024-09-23 4 S 0 500000 25.86 D Class A Common Stock 500000 5523479 I See Footnotes Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash). EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP. Represents: (i) 3,265,817 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,117 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 624,974 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 644,724 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 364,810 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2024 Conversion Shares"). Represents the September 2024 Conversion Shares and 4,164,961 shares of Class A Common Stock held by EV XIV-C. Represents 615,485 shares of Class A Common Stock held by Mr. Walker, including restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan") that have been settled in shares of Class A Common Stock as of the date hereof, other than 6,364 RSUs which remain unvested. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date. Represents shares of Class B Common Stock held (prior to giving effect to the September 2024 Transfer (as defined below)) as follows: (i) 3,986,590 shares of Class B Common Stock held by EV XIV-A; (ii) 41,639 shares of Class B Common Stock held by EV XIV-WIC; (iii) 762,906 shares of Class B Common Stock held by EV XIV-2A; (iv) 787,018 shares of Class B Common Stock held by EV XIV-3A; and (v) 445,326 shares of Class B Common Stock held by EV XIV-C-AIV. This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the September 2024 Transfer. Not applicable. Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.") Represents shares of Class A Common Stock sold in a block trade transaction entered into by the Record Holders on September 23, 2024, which transaction closed on September 25, 2024 (the "Block Trade"), as follows: (i) 3,265,817 shares of Class A Common Stock sold by EV XIV-A; (ii) 34,117 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 624,974 shares of Class A Common Stock sold by EV XIV-2A; (iv) 644,724 shares of Class A Common Stock sold by EV XIV-3A; (v) 364,810 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,065,558 shares of Class A Common Stock sold by EV XIV-C. EV XIV-C owns of record 2,099,403 shares of Class A Common Stock. Represents: (i) 330,921 shares of Class B Common Stock transferred by EV XIV-A; (ii) 3,457 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 63,328 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 65,329 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 36,965 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2024 Transfer"). EV XIV-A owns of record 3,655,669 shares of Class B Common Stock; EV XIV-2A owns of record 699,578 shares of Class B Common Stock; EV XIV-3A owns of record 721,689 shares of Class B Common Stock; EV XIV-WIC owns of record 38,182 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 408,361 shares of Class B Common Stock. /s/ John B. Walker 2024-09-25