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