0001104659-24-062152.txt : 20240515 0001104659-24-062152.hdr.sgml : 20240515 20240515213403 ACCESSION NUMBER: 0001104659-24-062152 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240515 DATE AS OF CHANGE: 20240515 GROUP MEMBERS: ENERVEST ENERGY INSTITUTIONAL FUND XIV-2A, L.P. GROUP MEMBERS: ENERVEST ENERGY INSTITUTIONAL FUND XIV-3A, L.P. GROUP MEMBERS: ENERVEST ENERGY INSTITUTIONAL FUND XIV-A, L.P GROUP MEMBERS: ENERVEST ENERGY INSTITUTIONAL FUND XIV-C, L.P. GROUP MEMBERS: ENERVEST ENERGY INSTITUTIONAL FUND XIV-C-AIV, L.P GROUP MEMBERS: ENERVEST ENERGY INSTITUTIONAL FUND XIV-WIC, L.P. GROUP MEMBERS: ENERVEST INVESTMENT SERVICES, L.L.C. GROUP MEMBERS: ENERVEST MANAGEMENT GP, L.C. GROUP MEMBERS: JOHN B. WALKER SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89982 FILM NUMBER: 24953375 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EnerVest, Ltd. CENTRAL INDEX KEY: 0001375345 ORGANIZATION NAME: IRS NUMBER: 760378595 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-659-3500 MAIL ADDRESS: STREET 1: 1001 FANNIN STREET STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: EnerVest Management Partners, Ltd. DATE OF NAME CHANGE: 20060914 FORMER COMPANY: FORMER CONFORMED NAME: EnverVest Management Partners, Ltd. DATE OF NAME CHANGE: 20060913 SC 13D/A 1 tm2414673d1_sc13da.htm SC 13D/A

 

 

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  

 

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)*

 

 

 

Magnolia Oil & Gas Corporation
(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 

559663109
(CUSIP Number)

 

J. Andrew West
1001 Fannin Street, Suite 800
Houston, Texas 77002
(713) 659-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 14, 2024
(Date of Event Which Requires Filing of Statement on Schedule 13D)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ¨

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 2 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest, Ltd./76-0378595

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Texas, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          15,122,882 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          15,122,882 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  15,122,882
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):      ¨
   
(13) Percent of Class Represented by Amount in Row (11):
  7.6%
(14) Type of Reporting Person (See Instructions):  
  PN

  

Note: All share numbers on these cover pages presented on an as-converted basis.

 

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest, Ltd. (“EnerVest”) may be deemed to have beneficial ownership of 15,122,882 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). Such shares are held (in the amounts set forth below) by EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-C, L.P. and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. (collectively, the “Record Holders”). The relationship of the parties filing this Schedule 13D is described in Item 2.

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 3 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Management GP, L.C./76-0629541

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Texas, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          15,122,882 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          15,122,882 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  15,122,882
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
   
(13) Percent of Class Represented by Amount in Row (11):
  7.6%
(14) Type of Reporting Person (See Instructions):
  OO

  

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Management GP, L.C. (“EVM GP”) may be deemed to have beneficial ownership of 15,122,882 shares of Class A Common Stock. Such shares are held (in the amounts set forth below) by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.

  

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 4 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Energy Institutional Fund XIV-A, L.P. / 47-2575103

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Delaware, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          7,252,407 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          7,252,407 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  7,252,407
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
   
(13) Percent of Class Represented by Amount in Row (11):
  3.6%
(14) Type of Reporting Person (See Instructions):  
  PN

  

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-A, L.P. (“EV XIV-A”) shall own of record 7,252,407 shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), each share of which, pursuant to the Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC (“Magnolia LLC”), dated as of July 31, 2018 (the “LLC Agreement”), may be exchanged (by exchanging one unit in Magnolia LLC (a “Unit”) and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 5 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Energy Institutional Fund XIV-2A, L.P. / 81-2214106

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):  
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Delaware, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          1,387,880 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          1,387,880 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
 

1,387,880

(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
 
(13) Percent of Class Represented by Amount in Row (11):
  Less than 1%
(14) Type of Reporting Person (See Instructions):  
  PN

  

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-2A, L.P. (“EV XIV-2A”) shall own of record 1,387,880 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 6 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Energy Institutional Fund XIV-3A, L.P. / 81-2835063

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):  
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Delaware, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          1,431,742 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          1,431,742 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  1,431,742
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
 
(13) Percent of Class Represented by Amount in Row (11):
  Less than 1%
(14) Type of Reporting Person (See Instructions):  
  PN

  

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-3A, L.P. (“EV XIV-3A”) shall own of record 1,431,742 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

 

 

 

  

CUSIP No. 559663109

Schedule 13D

 Page 7 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Energy Institutional Fund XIV-WIC, L.P. / 61-1751769

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):  
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Delaware, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          75,756 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          75,756 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
 

75,756

(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
 
(13) Percent of Class Represented by Amount in Row (11):
  Less than 1%
(14) Type of Reporting Person (See Instructions):  
  PN

  

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-WIC, L.P. (“EV XIV-WIC”) shall own of record 75,756 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 8 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Energy Institutional Fund XIV-C, L.P. / 61-1751620

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):  
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Delaware, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          4,164,961 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          4,164,961 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  4,164,961
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
 
(13) Percent of Class Represented by Amount in Row (11):
  2.1%
(14) Type of Reporting Person (See Instructions):  
  PN

   

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-C, L.P. (“EV XIV-C”) shall own of record 4,164,961 shares of Class A Common Stock. The relationship of the parties filing this Schedule 13D is described in Item 2.

  

 

 

  

CUSIP No. 559663109

Schedule 13D

 Page 9 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Energy Institutional Fund XIV-C-AIV, L.P. / 83-1342712

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):  
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Delaware, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          810,136 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          810,136 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  810,136
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
 
(13) Percent of Class Represented by Amount in Row (11):
  Less than 1%
(14) Type of Reporting Person (See Instructions):  
  PN

 

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-C-AIV, L.P. (“EV XIV-C-AIV”) shall own of record 810,136 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 10 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

John B. Walker

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):  
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          609,121(1)

(8)

Shared Voting

Power          15,122,882 (2)

(9)

Sole Dispositive

Power          609,121(1)

(10)

Shared Dispositive

Power          15,122,882 (2)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  15,732,003
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
 
(13) Percent of Class Represented by Amount in Row (11):
  7.9%
(14) Type of Reporting Person (See Instructions):  
  IN

  

(1)       Mr. Walker is the sole owner of 609,121 shares of Class A Common Stock and (b) 6,364 unvested restricted stock units (“RSUs”) granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the “Plan”). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will 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 director's continued service through the applicable vesting date and, as such, Mr. Walker may not acquire beneficial ownership of such securities within 60 days of the date hereof.

 

(2)       As described in Item 5 below, and after giving effect to the transactions reported herein, which are expected to close on May 16, 2024, Mr. Walker, by virtue of his indirect ownership and status as a principal of EVM GP, EnerVest’s general partner, may be deemed to have beneficial ownership of an aggregate of 15,732,003 shares of Class A Common Stock, of which 15,122,882 are owned of record by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 11 of 18 Pages

 

(1) Name of Filing Parties:
  I.R.S. Identification No. of Above Persons (entities only):
   
 

EnerVest Investment Services, L.L.C. /27-4656496

 

(2) Check the Appropriate Box if a Member of a Group (See Instructions):
  (a)         ¨
 

(b)         x

 

(3) SEC Use Only:
   
(4) Source of Funds (See Instructions):  
  OO
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):  ¨
   
(6) Citizenship or Place of Organization:
  Delaware, U.S.

NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:		 (7)

Sole Voting

Power          0

(8)

Shared Voting

Power          15,122,882 (1)

(9)

Sole Dispositive

Power          0

(10)

Shared Dispositive

Power          15,122,882 (1)

(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
  15,122,882
(12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):     ¨
 
(13) Percent of Class Represented by Amount in Row (11):
  7.6%
(14) Type of Reporting Person (See Instructions):  
  IA

 

(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Investment Services, L.L.C. (“EIS, LLC”) may be deemed to have beneficial ownership of 15,122,882 shares of Class A Common Stock, which shares are directly owned of record by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.

 

Note: All share numbers on these cover pages presented on an as-converted basis.

 

 

 

 

CUSIP No. 559663109 Schedule 13D  Page 12 of 18 Pages

 

ITEM 1.SECURITY AND ISSUER

 

This Amendment No. 14 to Schedule 13D (this “Amendment”) relates to shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Magnolia Oil & Gas Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

The address of the Issuer’s principal executive offices is Nine Greenway Plaza, Suite 1300, Houston, TX 77046.

 

ITEM 2.IDENTITY AND BACKGROUND

 

The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosures:

 

(a)               On May 14, 2024, certain of the Record Holders and Magnolia Oil & Gas Parent LLC (“Magnolia LLC”) entered into an agreement whereby 3,000,000 shares of Class B Common Stock are to be transferred on the May 2024 Block Trade Closing Date (defined below), to the Issuer by certain of the Record Holders and subsequently cancelled in connection with certain of the Record Holders selling 3,000,000 units of Magnolia LLC to Magnolia LLC at the same price per unit as the shares of Class A Common Stock sold in the May 2024 Block Trade (defined below). Such shares to be transferred on the May 2024 Block Trade Closing Date to the Issuer in the amounts and from the Record Holders are set forth below:

 

Record
Holder		  Shares of Class A Common
Stock Transferred		   Shares of Class B Common
Stock Transferred		 
EV XIV-A   0    1,985,524 
EV XIV-2A   0    379,966 
EV XIV-3A   0    391,974 
EV XIV-WIC   0    20,742 
EV XIV-C-AIV   0    221,794 

 

(b)               In connection with the May 2024 Block Trade, on May 14, 2024, certain of the Record Holders agreed to exchange 7,868,884 shares of Class B Common Stock and an equal number of units in Magnolia LLC for 7,868,884 shares of Class A Common Stock. The 7,868,884 shares of Class B Common Stock will be cancelled upon the issuance of an equal number of Class A Common Stock as set forth below:

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 13 of 18 Pages

 

Record
Holder		  Shares of Class A
Common Stock Issued		   Shares of Class B
Common Stock Cancelled		 
EV XIV-A   5,207,951    5,207,951 
EV XIV-2A   996,637    996,637 
EV XIV-3A   1,028,132    1,028,132 
EV XIV-WIC   54,406    54,406 
EV XIV-C-AIV   581,758    581,758 

 

(c)               On May 14, 2024, the Record Holders agreed to sell 12,000,000 shares of Class A Common Stock to J.P. Morgan Securities LLC (the “Block Trade Purchaser”), in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933, as amended (the “May 2024 Block Trade”), at a price of $25.58 per share of Class A Common Stock. The May 2024 Block Trade closing date (the “May 2024 Block Trade Closing Date”) is expected to be May 16, 2024. As a result of the May 2024 Block Trade, the Block Trade Purchaser is expected to purchase on the May 2024 Block Trade Closing from the Record Holders the shares of Class A Common Stock in the amounts and from such holder set forth below:

 

Record
Holder		  Shares of Class A Common
Stock Sold		 
EV XIV-A   5,207,951 
EV XIV-2A   996,637 
EV XIV-3A   1,028,132 
EV XIV-WIC   54,406 
EV XIV-C   4,131,116 
EV XIV-C-AIV   581,758 

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 14 of 18 Pages

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

 

(a) and (b):

 

Reporting
Persons		  Number of
Shares With
Sole Voting
Power		   Number of
Shares With
Shared Voting
Power		   Sole Beneficial
Ownership		   Shared
Beneficial
Ownership		   Percentage
of Class
Beneficially
Owned		 
EnerVest   0    15,122,882    0    15,122,882    7.6% 
EVM GP   0    15,122,882    0    15,122,882    7.6% 
EV XIV-A   0    7,252,407    0    7,252,407    3.6% 
EV XIV-2A   0    1,387,880    0    1,387,880    Less than 1% 
EV XIV-3A   0    1,431,742    0    1,431,742    Less than 1% 
EV XIV-WIC   0    75,756    0    75,756    Less than 1% 
EV XIV-C   0    4,164,961    0    4,164,961    2.1% 
EV XIV-C-AIV   0    810,136    0    810,136    Less than 1% 
John B. Walker   609,121    15,122,882    609,121    15,732,003    7.9% 
EIS, LLC   0    15,122,882    0    15,122,882    7.6% 

 

*All share numbers presented in this table assume full conversion of Class B Common Stock (with the Units) to Class A Common Stock.

 

The filing of this Schedule 13D shall not be construed as an admission by any Filing Party that, for the purpose of Section 13(d) or 13(g) of the Act, such Filing Party is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Filing Party.

 

Except as indicated in this Item 5 or as set forth herein, neither the Filing Parties nor, to the best knowledge of the Filing Parties, any of the Listed Persons owns beneficially, or has any right to acquire, directly or indirectly, any additional shares of Class A Common Stock or Class B Common Stock.

 

(c)Other than as reported herein (including as may have been reported in EnerVest’s initial Schedule 13D filed with the SEC on August 10, 2018 or in any amendment thereto), none of the Filing Parties has effected any transactions involving the Class A Common Stock in the 60 days prior to filing this Amendment.

 

(d)No person other than the Filing Parties has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock owned of record by the EnerVest entities.

 

 

 

 

CUSIP No. 559663109

Schedule 13D

 Page 15 of 18 Pages

 

(e)Not applicable.

 

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

 

The information set forth in Items 2 and 5 of the Schedule 13D is hereby incorporated by reference into this Item 6.

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS

 

7.1Registration Rights Agreement, dated as of July 31, 2018, by and among Magnolia Oil & Gas Corporation, EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-C, L.P., EnerVest Energy Institutional Fund XIV-C-AIV, L.P., TPG Pace Energy Sponsor, LLC, Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018).

 

7.2Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC, dated as of July 31, 2018 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018).

 

7.3Joint Filing Agreement (incorporated by reference to Exhibit 7.6 to EnerVest’s Schedule 13D, filed with the SEC on August 10, 2018).

 

 

 

 

CUSIP No. 559663109 Schedule 13D  Page 16 of 18 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D with respect to the undersigned is true, complete, and correct.

 

Dated as of May 15, 2024

 

  EnerVest Management GP, L.C.
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer
     
  EnerVest, Ltd.
  By: EnerVest Management GP, L.C., its General Partner
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer
     
  EnerVest Energy Institutional Fund XIV-A, L.P.
  By: EVFA GP XIV, LLC, its Managing General Partner
  By: EnerVest, Ltd., its sole member
  By: EnerVest Management GP, L.C., its General Partner
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer
     
  EnerVest Energy Institutional Fund XIV-2A, L.P.
  By: EVFA XIV-2A, LLC, its Managing General Partner
  By: EnerVest, Ltd., its sole member
  By: EnerVest Management GP, L.C., its General Partner
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer
     
  EnerVest Energy Institutional Fund XIV-3A, L.P.
  By: EVFA XIV-3A, LLC, its Managing General Partner
  By: EnerVest, Ltd., its sole member
  By: EnerVest Management GP, L.C., its General Partner
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer

 

 

 

 

CUSIP No. 559663109 Schedule 13D  Page 17 of 18 Pages

 

  EnerVest Energy Institutional Fund XIV-WIC, L.P.
  By: EnerVest Holding XIV, LLC, its General Partner
  By: EnerVest, Ltd., its sole member
  By: EnerVest Management GP, L.C., its General Partner
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer
     
  EnerVest Energy Institutional Fund XIV-C, L.P.
  By: EVFC GP XIV, LLC, its Managing General Partner
  By: EnerVest, Ltd., its sole member
  By: EnerVest Management GP, L.C., its General Partner
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer
     
  EnerVest Energy Institutional Fund XIV-C-AIV, L.P.
  By: EVFC GP XIV, LLC, its Managing General Partner
  By: EnerVest, Ltd., its sole member
  By: EnerVest Management GP, L.C., its General Partner
     
  By: /s/ Jud Walker
  Name: Jud Walker
  Title: President & Chief Executive Officer
     
  EnerVest Investment Services, L.L.C.
  By: EnerVest Holding, L.P., its Sole Member
  By: EnerVest Operating, L.L.C., its General Partner
     
  By: /s/ Travis W. Hancock
  Name: Travis W. Hancock
  Title: Senior Vice President & Chief Financial Officer
     
  /s/ John B. Walker
  John B. Walker

 

 

 

 

CUSIP No. 559663109 Schedule 13D  Page 18 of 18 Pages

 

EXHIBIT INDEX

 

EXHIBIT NO. DESCRIPTION
   
7.1 Registration Rights Agreement, dated as of July 31, 2018, by and among Magnolia Oil & Gas Corporation, EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-C, L.P., EnerVest Energy Institutional Fund XIV-C-AIV, L.P., TPG Pace Energy Sponsor, LLC, Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018).
   
7.2 Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC, dated as of July 31, 2018 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018).
   
7.3 Joint Filing Agreement (incorporated by reference to Exhibit 7.6 to EnerVest’s Schedule 13D, filed with the SEC on August 10, 2018).