0000899243-23-020684.txt : 20231222 0000899243-23-020684.hdr.sgml : 20231222 20231222160513 ACCESSION NUMBER: 0000899243-23-020684 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231221 FILED AS OF DATE: 20231222 DATE AS OF CHANGE: 20231222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP XI US Holdings, L.P. CENTRAL INDEX KEY: 0001691879 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 231509761 BUSINESS ADDRESS: STREET 1: 2850 N HARWOOD STREET STREET 2: 19TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (972) 432-1440 MAIL ADDRESS: STREET 1: 2850 N HARWOOD STREET STREET 2: 19TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NGP Pearl Holdings II, LLC CENTRAL INDEX KEY: 0001944741 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 231509760 BUSINESS ADDRESS: STREET 1: 2850 N. HARWOOD STREET STREET 2: 19TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 2850 N. HARWOOD STREET STREET 2: 19TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: NGP Pearl Holdings, LLC DATE OF NAME CHANGE: 20220830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxe Energy, LLC CENTRAL INDEX KEY: 0001944739 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37697 FILM NUMBER: 231509759 BUSINESS ADDRESS: STREET 1: 2850 N. HARWOOD STREET STREET 2: 19TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 972-432-1440 MAIL ADDRESS: STREET 1: 2850 N. HARWOOD STREET STREET 2: 19TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Permian Resources Corp CENTRAL INDEX KEY: 0001658566 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 475381253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 SEVENTEENTH STREET STREET 2: SUITE 1800 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 720-499-1400 MAIL ADDRESS: STREET 1: 1001 SEVENTEENTH STREET STREET 2: SUITE 1800 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Centennial Resource Development, Inc. DATE OF NAME CHANGE: 20161019 FORMER COMPANY: FORMER CONFORMED NAME: Silver Run Acquisition Corp DATE OF NAME CHANGE: 20151117 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-12-21 1 0001658566 Permian Resources Corp PR 0001691879 NGP XI US Holdings, L.P. C/O NGP ENERGY CAPITAL MANAGEMENT, LLC 2850 N. HARWOOD ST. SUITE 1900 DALLAS TX 75201 0 0 1 0 0001944741 NGP Pearl Holdings II, LLC 2850 N. HARWOOD ST. SUITE 1900 DALLAS TX 75201 0 0 1 0 0001944739 Luxe Energy, LLC 2850 N. HARWOOD ST. SUITE 1900 DALLAS TX 75201 0 0 1 0 0 Class C Common Stock 2023-12-21 4 D 0 6806960 0.00 D 11981377 D Class C Common Stock 2023-12-21 4 D 0 3397940 0.00 D 5980938 D Class C Common Stock 2023-12-21 4 D 0 16071376 0.00 D 28288280 D Class A Common Stock 2023-12-21 4 C 0 6806960 0.00 A 6806960 D Class A Common Stock 2023-12-21 4 C 0 3397940 0.00 A 3397940 D Class A Common Stock 2023-12-21 4 C 0 16071376 0.00 A 16071376 D Class A Common Stock 2023-12-21 4 S 0 6806960 12.93 D 0 D Class A Common Stock 2023-12-21 4 S 0 3397940 12.93 D 0 D Class A Common Stock 2023-12-21 4 S 0 16071376 12.93 D 0 D Class C Common Stock 2023-12-21 4 D 0 583454 D 11397923 D Class C Common Stock 2023-12-21 4 D 0 291252 D 5689686 D Class C Common Stock 2023-12-21 4 D 0 1377546 D 26910734 D Common Units 2023-12-21 4 C 0 6806960 D Class A Common Stock 6806960 11981377 D Common Units 2023-12-21 4 C 0 3397940 D Class A Common Stock 3397940 5980938 D Common Units 2023-12-21 4 C 0 16071376 D Class A Common Stock 16071376 28288280 D Common Units 2023-12-21 4 D 0 583454 12.93 D Class A Common Stock 583454 11397923 D Common Units 2023-12-21 4 D 0 291252 12.93 D Class A Common Stock 291252 5689686 D Common Units 2023-12-21 4 D 0 1377546 12.93 D Class A Common Stock 1377546 26910734 D At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("PRC") (such common units, "Common Units") and a corresponding share of Class C common stock of Permian Resources Corporation (the "Issuer") may be redeemed for newly-issued shares of Class A common stock of the Issuer on a one-for-one basis. The Common Units do not expire. This amount represents the $12.93 price per share of Class A common stock of the Company sold by NGP XI US Holdings, L.P., NGP Pearl Holdings II, L.L.C. and Luxe Energy LLC in connection with an underwritten public offering (the "Offering"). An aggregate of 2,252,252 Common Units were transferred to the Issuer by the reporting persons and a corresponding number of shares of Class C common stock of the Issuer were subsequently forfeited by the reporting persons and canceled by the Issuer in exchange for an amount per Common Unit of PRC/share of Class C common stock of the Issuer equal to the amount received by the reporting persons in the Offering as disclosed in Footnote 2 (the "Common Unit Repurchase"). The Common Unit Repurchase was made pursuant to a Repurchase Agreement, dated December 19, 2023 (the Repurchase Agreement), by and among the reporting persons, PRC and, for the purposes of consent to the transfer of Common Units, the Issuer. The Repurchase Agreement was specifically approved in advance by the Issuer's Audit Committee of the Board of Directors. The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C. NGP XII US Holdings, L.P. controls NGP Pearl Holdings II, L.L.C. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C. NGP XI US Holdings, LP controls Luxe Energy LLC. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C. The respective controlling entities of the reporting persons may be deemed to beneficially own all of the Common Units and the corresponding shares of Class C common stock of the Issuer held by such reporting persons. Such persons disclaim beneficial ownership of the Common Units reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Units covered by this Form 4. /s/ NGP XI US Holdings, L.P., Craig Glick, Authorized Person 2023-12-22 /s/ NGP Pearl Holdings II, L.L.C., Craig Glick, Authorized Person 2023-12-22 /s/ Luxe Energy LLC, Craig Glick, Authorized Person 2023-12-22