SC 13D

Number of

shares beneficially

owned by

each

reporting

person

with

Sole voting power

55,726,603 shares(1)

Shared voting power

0 shares

Sole dispositive power

55,726,603 shares(1)

Shared dispositive power

0 shares

0001193125-24-175109.txt : 20240703 0001193125-24-175109.hdr.sgml : 20240703 20240703171624 ACCESSION NUMBER: 0001193125-24-175109 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240703 DATE AS OF CHANGE: 20240703 GROUP MEMBERS: DAVID N. CAPOBIANCO GROUP MEMBERS: FIVE POINT ENERGY FUND GP II LP GROUP MEMBERS: FIVE POINT ENERGY FUND II AIV-VII LP GROUP MEMBERS: FIVE POINT ENERGY FUND III AIV-VIII LP GROUP MEMBERS: FIVE POINT ENERGY GP II LLC GROUP MEMBERS: FIVE POINT ENERGY GP III LLC GROUP MEMBERS: FIVE POINT ENERGY GP III LP SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-94552 FILM NUMBER: 241100929 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LandBridge Holdings LLC CENTRAL INDEX KEY: 0002029175 ORGANIZATION NAME: IRS NUMBER: 993764187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 SC 13D 1 d860343dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. )*

LandBridge Company LLC

(Name of Issuer)

Class A shares representing limited liability company interests

(Title of Class of Securities)

514952 100

(CUSIP Number)

Frank Bayouth

825 Town & Country Lane

Houston, Texas 77024

(713) 351-0702

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

David P. Oelman

Michael S. Telle

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713) 758-2222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2024

(Date of Event which Requires Filing of this Statement)

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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	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. 514952 100


1.		Name of reporting person LandBridge Holdings LLC
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)

Consists of Class B shares representing limited liability company interests of LandBridge Company LLC (the “Issuer” and such shares, “Class B shares”) and an equivalent number of membership interests of DBR Land Holdings LLC (“OpCo” and such units, “OpCo Units”), which together are exchangeable for Class A shares representing limited liability company interests of the Issuer (“Class A shares”) on a one-for-one basis pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo (“OpCo LLC Agreement”).

(2)

This calculation is based on a combined total of 73,151,603 Class A shares and Class B shares outstanding as disclosed by the Issuer in the final prospectus included in its Registration Statement on Form S-1 (Registration No. 333-279893), filed with U.S. Securities and Exchange Commission on June 28, 2024 (“Registration Statement”) related to its initial public offering (“IPO”) of Class A shares. This combined total consists of (a) 17,425,000 Class A shares outstanding as of July 1, 2024, which consists of 16,675,000 Class A shares issued pursuant to the IPO and 750,000 Class A shares issued in a concurrent private placement with an accredited investor exempted under the Securities Act of 1933, as amended pursuant to Section 4(a)(a) thereof and Regulation D promulgated thereunder (“Private Placement”) and (b) assumes that all 55,726,603 Class B shares beneficially owned by the Reporting Persons (as defined in Item 2), along with an equivalent number of OpCo Units, were exchanged for newly-issued Class A shares on a one-for-one basis.

CUSIP No. 514952 100


1.		Name of reporting person Five Point Energy Fund II AIV-VII LP
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Consists of Class B shares in the Issuer and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.

(2)

This calculation is based on a combined total of 73,151,603 Class A shares and Class B shares outstanding disclosed by the Issuer in the final prospectus included in its Registration Statement related to the IPO of Class A shares. This combined total consists of (a) 17,425,000 Class A shares outstanding as of July 1, 2024, which consists of 16,675,000 Class A shares issued pursuant to the IPO and 750,000 Class A shares issued in the Private Placement, as disclosed by the Issuer in the final prospectus included in its Registration Statement related to the IPO, and (b) assumes that all 55,726,603 Class B shares beneficially owned by the Reporting Persons, along with an equivalent number of OpCo Units, were exchanged for newly-issued Class A shares on a one-for-one basis.

CUSIP No. 514952 100


1.		Name of reporting person Five Point Energy Fund III AIV-VIII LP
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Consists of Class B shares in the Issuer and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.

(2)

CUSIP No. 514952 100


1.		Name of reporting person Five Point Energy Fund GP II LP
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Consists of Class B shares in the Issuer and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.

(2)

CUSIP No. 514952 100


1.		Name of reporting person Five Point Energy GP III LP
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Consists of Class B shares in the Issuer and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.

(2)

CUSIP No. 514952 100


1.		Name of reporting person Five Point Energy GP II LLC
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Consists of Class B shares in the Issuer and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.

(2)

CUSIP No. 514952 100


1.		Name of reporting person Five Point Energy GP III LLC
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware

(1)	Consists of Class B shares in the Issuer and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.

(2)

CUSIP No. 514952 100


1.		Name of reporting person David N. Capobianco
2.		Check the appropriate box if a member of a group (a): ☒ (b): ☐
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Unit States of America

(1)	Consists of Class B shares in the Issuer and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement.

(2)

CUSIP No. 514952 100

Item 1.

Security and Issuer

This statement on Schedule 13D, filed pursuant to Rule 13d-1(a) under the Act (this “Schedule 13D”), relates to the Class A shares representing limited liability company interests (“Class A shares”) of LandBridge Company LLC, a Delaware limited liability company (the “Issuer”). The principal executive office of the Issuer is located at 5555 San Felipe Street, Suite 1200, Houston, Texas 77056.

Item 2.

Identity and Background

(a) This Schedule 13D is being filed by:

(i) LandBridge Holdings LLC, a Delaware limited liability company;

(ii) Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership;

(iii) Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership;

(iv) Five Point Energy GP II LP, a Delaware limited partnership;

(v) Five Point Energy GP III LP, a Delaware limited partnership;

(vi) Five Point Energy GP II LLC, a Delaware limited liability company;

(vii) Five Point Energy GP III LLC, a Delaware limited liability company; and

(viii) David N. Capobianco, a United States citizen (the persons and entities listed in items (i) through (viii) are collectively referred to herein as the “Reporting Persons”).

LandBridge Holdings LLC (“LandBridge Holdings”), which is controlled by a board of managers consisting of five members, is the direct beneficial owner of the securities reported in this Schedule 13D. Five Point Energy Fund II AIV-VII LP (“Fund II”), which owns approximately 23.2% of LandBridge Holdings, and Five Point Energy Fund III AIV-VIII LP (“Fund III”), which owns approximately 74.1% of LandBridge Holdings, have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP (“GP II LP”) is the sole general partner of Fund II. Five Point Energy GP II LLC (“GP II LLC” and, together with Fund II and GP II LP, the “Fund II Entities”) is the sole general partner of GP II LP. Five Point Energy GP III LP (“GP III LP” and, together with Fund III and GP III LP, the “Fund III Entities”) is the sole general partner of Fund III. Five Point Energy GP III LLC (“GP III LLC”) is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco (“DNC”) as each respective entity’s sole member.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 1.

(b) The address of the principal business office of the Reporting Persons is 825 Town & Country Lane, Houston, Texas 77024.

(c) Each of Fund II, Fund III, GP II LP, GP III LP, GP II LLC and GP III LLC is principally engaged in the business of being a holding company, general partner or sole member, as described above, and managing investments through partnerships and limited liability companies. LandBridge Holdings is principally engaged as a holding company to hold the securities to which this Schedule 13D relates. The present principal occupation or employment of Mr. Capobianco is as an executive of Five Point Energy LLC, the manager of certain funds, including Fund II and Fund III.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP No. 514952 100

Item 3.

Source and Amount of Funds

LandBridge Holdings acquired the securities reported herein as consideration for its interest in OpCo, immediately prior to the IPO, as part of the transactions contemplated by the Master Reorganization Agreement as more fully described below.

Item 4.

Purpose of the Transaction

The information set forth or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is incorporated by reference into this Item 4.

The Reporting Persons intent to participate in and influence the affairs of the Issuer through their ownership interest in the Issuer and their rights to appoint directors of the Issuer. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including, without limitation, communicating with the board of directors, members of management or other securityholders of the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to, subject, where applicable, to the terms and conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer or any of its subsidiaries, including with a person in which a Reporting Person has an interest; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer (which may include distributions to limited partners and transfers to affiliates); subsequent offerings; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; transactions and arrangements with the Issuer, including joint acquisitions of persons or assets or commercial transactions; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the board of directors (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above. Pursuant to the terms and conditions of the documents described herein to which LandBridge Holdings is a party, LandBridge Holdings has certain director designation and approval rights, as further described in Item 6 of this Schedule 13D.

Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject, where applicable, to the terms and conditions of the documents described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may seek to acquire securities of the Issuer, including capital shares and/or other equity, debt, notes or other financial instruments related to the Issuer or the capital shares (which may include rights or securities exercisable or convertible into securities of the Issuer), and/or sell or otherwise dispose of some or all of such Issuer securities or financial instruments from time to time, in each case, in open market or private transactions, block sales or otherwise and/or engage in hedging or similar transactions with respect to securities of the Issuer. Any transaction that any of the Reporting Persons or their affiliates may pursue, subject, where applicable, to the terms and conditions of the documents described herein to which the Reporting Persons are a party, may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Issuer’s securities or other financial instruments, the Reporting Persons’ or such affiliates’ trading and investment strategies, subsequent developments affecting the Issuer, the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to the Reporting Persons and their affiliates, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by the Reporting Persons and such affiliates.

CUSIP No. 514952 100

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, subject, where applicable, to the agreements described herein, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board, other stockholders of the Issuer or other third parties regarding such matters.

Item 5.

Interest in Securities of the Issuer

(a)-(b) The information set forth on the cover pages is incorporated by reference into this Item 5.

LandBridge Holdings holds 55,726,603 Class B shares and the same number of OpCo Units. The terms of the OpCo LLC Agreement provide each holder of an OpCo Unit, subject to certain limitations, the right (the “Redemption Right”) to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of corresponding number of the Issuer’s Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions (“applicable conversion rate adjustments”), or (ii) cash in an amount equal to the Cash Election Amount (as defined Registration Statement) of such Class A shares. As a result, for the purpose of Rule 13d-3 under the Act, LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities may be deemed to be the beneficial owners of an aggregate of 55,726,603 Class A shares. The aggregate number of Class A shares beneficially owned by each of LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities represents approximately 76.2%, respectively, of the outstanding Class A shares, based on (a) 17,425,000 Class A shares outstanding as of July 1, 2024, which consists of 16,675,000 Class A shares issued pursuant to the IPO and 750,000 Class A shares issued in the Private Placement, as disclosed by the Issuer in the final prospectus included in its Registration Statement related to the IPO, and (b) assumes that all Class B shares beneficially owned by the Reporting Persons, and no other Class B shares, along with an equivalent number of OpCo Units, were exchanged for newly issued Class A shares on a one-for-one basis. As of July 1, 2024, LandBridge Holdings owned (x) all outstanding Class B shares and (y) 76.2% of the outstanding OpCo Units, with the remaining 23.8% of the OpCo Units held by the Issuer.

Each of Fund II and Fund III (who collectively own 97.3% of the capital interests of LandBridge Holdings), GP II LP (as sole general partner of Fund II), GP III LP (as sole general partner of Fund III), GP II LLC (as sole general partner of GP II LP), GP III LLC (as sole general partner of GP III LP) and DNC (as the sole member of each of GP II LLC and GP III LLC) may be deemed to be the beneficial owner of the securities beneficially owned by LandBridge Holdings.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

(c) The information set forth in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 5(c).

(d)-(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Lock-Up Agreement

On June 27, 2024 each Reporting Person entered in to a Lock-Up Agreement (collectively, the “Lock-Up Agreements”). The Lock-Up Agreements provide that, subject to certain limited exceptions, such parties shall not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or transfer, without the prior written consent of Goldman Sachs & Co. LLC and Barclays Capital Inc., any Class A shares or securities convertible into or exercisable or exchangeable for Class A shares, including OpCo Units and Class B shares, for a period of 180 days following the date of the final prospectus related to the IPO. The foregoing description of the Lock-Up Agreements is qualified in its entirety by reference to such document, a copy of which is incorporated by reference and filed herewith as Exhibit 2 to this Schedule 13D.

CUSIP No. 514952 100

Amended and Restated Limited Liability Company Agreement of the Issuer

On July 1, 2024 the LandBridge Holdings, as the sole member of Issuer, entered an Amended and Restated Limited Liability Company Agreement (the “Issuer LLC Agreement”). The Issuer LLC Agreement provides, among other things, that LandBridge Holdings and its affiliates are not restricted from owning assets or prohibited from engaging in other businesses or activities, including those that might be in direct competition with the Issuer. In addition, LandBridge Holdings and its affiliates may compete with the Issuer for investment opportunities and may own an interest in entities that compete with the Issuer. The Issuer LLC Agreement also provides that the Issuer renounces any interest or expectancy in, or in being offered, an opportunity to participate in, any business opportunity that may from time to time be presented to LandBridge Holdings or its affiliates that would otherwise be subject to a corporate opportunity or other analogous doctrine under the Delaware General Corporate Law. The foregoing description of the Issuer LLC Agreement is qualified in its entirety by reference to such document, a copy of which is incorporated by reference herein as Exhibit 3 to this Schedule 13D.

Registration Rights Agreement

On July 1, 2024 LandBridge Holdings entered into a registration rights agreement with the Issuer (the “RRA”) pursuant to which the Issuer agreed to register under federal securities laws the offer and resale of all Class A shares owned by or underlying the Class B shares and OpCo Units owned by LandBridge Holdings or certain of its affiliates or permitted transferees. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of Class A shares to be included in a registration and the Issuer’s right to delay or withdraw a registration statement under certain circumstances. The foregoing description of the RRA is qualified in its entirety by reference to such document, a copy of which is incorporated by reference herein as Exhibit 4 to this Schedule 13D.

Amended and Restated Limited Liability Company Agreement of OpCo

On July 1, 2024 LandBridge Holdings, as the sole member of OpCo, entered enter into the OpCo LLC Agreement pursuant to which each holder of an OpCo Unit will, subject to certain limitations, have a Redemption Right to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of the Issuer’s Class B shares) for, at OpCo’s election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to applicable conversion rate adjustments, or (ii) cash in an amount equal to the Cash Election Amount of such Class A shares. OpCo will determine whether to issue Class A shares or pay cash in an amount equal to the Cash Election Amount in lieu of the issuance of Class A shares based on facts in existence at the time of the decision. Alternatively, upon the exercise of the Redemption Right, the Issuer (instead of OpCo) will have the Call Right to, for administrative convenience, acquire each tendered OpCo Unit directly from the redeeming OpCo Unitholder for, at the Issuer’s election, (x) one Class A share, subject to applicable conversion rate adjustments, or (y) cash in an amount equal to the Cash Election Amount of such Class A shares. In connection with any redemption of OpCo Units pursuant to the Redemption Right or acquisition of OpCo Units pursuant to the Call Right, a corresponding number of Class B shares held by the redeeming OpCo Unitholder will be automatically cancelled. The foregoing description of the Master Reorganization Agreement (including each capitalized term utilized but not defined in the foregoing description) is qualified in its entirety by reference to such document, a copy of which is incorporated by reference herein as Exhibit 5 to this Schedule 13D.

Master Reorganization Agreement

On July 1, 2024, LandBridge Holdings and certain of its affiliates entered into a master reorganization agreement (the “MRA”), that governed the consummation of the Corporate Reorganization (as further described in the Registration Statement) that occurred immediately prior to the closing of the IPO. Pursuant to the MRA, following the formation of LandBridge Holdings via a division of WaterBridge NDB LLC, following which LandBridge Holdings owned all of the outstanding interests in OpCo and the Issuer, (i) LandBridge Holdings caused each of LandBridge and OpCo to amend and restate their respective operating agreements, (iii) the Issuer issued Class A shares in the offering, representing 100% of the economic rights in the Issuer, (iv) the Issuer contributed all of the net proceeds from the IPO (including any net proceeds from the exercise of the underwriter’s option to purchase additional Class A shares) to OpCo in exchange for a number of OpCo Units equal to the number of Class A shares issued in the IPO, (v) LandBridge Holdings received the Class B shares reported by it in this Schedule 13D and (vi) OpCo used the net proceeds (including any net proceeds from the exercise of the underwriter’s option to purchase additional Class A shares) from the IPO as described in the section titled “Use of Proceeds” in the Registration Statement.

CUSIP No. 514952 100

The foregoing description of the Master Reorganization Agreement is qualified in its entirety by reference to such document, a copy of which is incorporated by reference herein as Exhibit 6 to this Schedule 13D.

Shareholder’s Agreement

On July 1, 2024 LandBridge Holdings entered into a shareholder’s agreement with the Issuer (the “Shareholder’s Agreement”). As discussed further below, the Shareholder’s Agreement provides that, subject to compliance with applicable law and New York Stock Exchange rules, for so long as LandBridge Holdings and certain affiliates beneficially own at least 40% of the Issuer’s outstanding common shares, LandBridge Holdings shall be entitled to designate a number of directors equal to a majority of the board of directors, plus one director; and for so long as LandBridge Holdings and such affiliates beneficially own at least 30%, 20% and 10% of the Issuer’s outstanding common shares, LandBridge Holdings shall be entitled to designate at least three directors, two directors and one director, respectively. So long as LandBridge Holdings is entitled to designate one or more nominees to the board and notifies the board of directors of its desire to remove, with or without cause, any director previously designated by it to the board, the Issuer is required to take all necessary action to cause such removal. Further, so long as LandBridge Holdings has the right to designate at least one director to the Issuer’s board of directors, it will also have the right to appoint a number of board observers, who will be entitled to attend all meetings of the board in a non-voting, observer capacity, equal to the number of directors LandBridge Holdings is entitled to appoint. The foregoing description of the Shareholder’s Agreement is qualified in its entirety by reference to such document, a copy of which is incorporated by reference herein as Exhibit 7 to this Schedule 13D.

Item 7. Material to be Filed as Exhibits


Exhibit No.		Description

1		Joint Filing Agreement, dated as of July 3, 2024.

2		Form of Lock-Up Agreement.

3		Amended and Restated Limited Liability Company Agreement of LandBridge Company LLC, dated as of July 1, 2024 (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 3, 2024.)

4		Registration Rights Agreement, dated as of July 1, 2024 by and among LandBridge Company LLC and LandBridge Holdings LLC (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 3, 2024.)

5		Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC, dated as of July 1, 2024 (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 3, 2024.)

6		Master Reorganization Agreement, dated as of July 1, 2024 by and among LandBridge Company LLC, DBR Land Holdings LLC and LandBridge Holdings LLC (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 3, 2024.)

7		Shareholder’s Agreement, dated as of July 1, 2024 by and among LandBridge Company LLC and LandBridge Holdings LLC (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 3, 2024.)

CUSIP No. 514952 100

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2024


LandBridge Holdings LLC

By:		/s/ Jason Long
Name:		Jason Long
Title:		Chief Executive Officer

Five Point Energy Fund II AIV-VII LP
By: Five Point Energy GP II LP, its general partner By: Five Point Energy GP II LLC, its general partner

By:		/s/ David N. Capobianco
Name:		David N. Capobianco
Title:		Sole Member

Five Point Energy Fund III AIV-VIII LP
By: Five Point Energy GP III LP, its general partner By: Five Point Energy GP III LLC, its general partner

By:		/s/ David N. Capobianco
Name:		David N. Capobianco
Title:		Sole Member

Five Point Energy Fund GP II LP
By: Five Point Energy GP II LLC, its general partner

By:		/s/ David N. Capobianco
Name:		David N. Capobianco
Title:		Sole Member

Five Point Energy Fund GP III LP
By: Five Point Energy GP III LLC, its general partner

By:		/s/ David N. Capobianco
Name:		David N. Capobianco
Title:		Sole Member

Five Point Energy Fund GP II LLC

By:		/s/ David N. Capobianco
Name:		David N. Capobianco
Title:		Sole Member

Five Point Energy Fund GP III LLC

By:		/s/ David N. Capobianco
Name:		David N. Capobianco
Title:		Sole Member

By:		/s/ David N. Capobianco
		David N. Capobianco

EX-99.1 2 d860343dex991.htm EX-99.1 EX-99.1

CUSIP No. 514952 100

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A shares representing limited liability company interests in LandBridge Company LLC, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement on the date set forth below.


Date: July 3, 2024	LandBridge Holdings LLC

	By:	/s/ Jason Long
	Name:	Jason Long
	Title:	Chief Executive Officer

	Five Point Energy Fund II AIV-VII LP
	By: Five Point Energy GP II LP, its general partner By: Five Point Energy GP II LLC, its general partner

	By:	/s/ David N. Capobianco
	Name:	David N. Capobianco
	Title:	Sole Member

	Five Point Energy Fund III AIV-VIII LP
	By: Five Point Energy GP III LP, its general partner By: Five Point Energy GP III LLC, its general partner

	By:	/s/ David N. Capobianco
	Name:	David N. Capobianco
	Title:	Sole Member

	Five Point Energy Fund GP II LP
	By: Five Point Energy GP II LLC, its general partner

	By:	/s/ David N. Capobianco
	Name:	David N. Capobianco
	Title:	Sole Member

	Five Point Energy Fund GP III LP
	By: Five Point Energy GP III LLC, its general partner

	By:	/s/ David N. Capobianco
	Name:	David N. Capobianco
	Title:	Sole Member

	Five Point Energy Fund GP II LLC

	By:	/s/ David N. Capobianco
	Name:	David N. Capobianco
	Title:	Sole Member

	Five Point Energy Fund GP III LLC

	By:	/s/ David N. Capobianco
	Name:	David N. Capobianco
	Title:	Sole Member

	By:	/s/ David N. Capobianco
		David N. Capobianco

EX-99.2 3 d860343dex992.htm EX-99.2 EX-99.2

Exhibit 2

LandBridge Company LLC

Lock-Up Agreement

June 27, 2024

Goldman Sachs & Co. LLC

Barclays Capital Inc.

As Representatives of the several Underwriters

named in Schedule I to the Underwriting Agreement

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Re:

LandBridge Company LLC- Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to the Underwriting Agreement (collectively, the “Underwriters”) with LandBridge Company LLC, a Delaware limited liability company (the “Company”), providing for an initial public offering (the “Public Offering”) of 14,500,000 Class A shares (“Class A shares”) representing limited liability company interests of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 2,175,000 additional Class A shares (the “Optional Shares”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (such period, the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend, make any short sale or otherwise transfer or dispose of any Class A shares, including but not limited to any options or warrants to purchase any Class A shares, or any securities convertible into, exchangeable for or that represent the right to receive Class A shares (such Class A shares, options or other securities, collectively, “Lock-Up Securities”), including without limitation any such Lock-Up Securities now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call

option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Class A shares or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities, except for the exercise of the right for the Company to confidentially submit a resale shelf registration statement on Form S-1 with the Commission as contemplated by the registration rights agreement entered into in connection with the Public Offering (provided that no Lock-Up Securities may be offered or sold pursuant to such registration statement prior to the termination of the Lock-Up Period), or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) above. Except for the transactions on the terms described under “Corporate Reorganization” and “Use of Proceeds” in the Prospectus, the undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period.

Notwithstanding the foregoing, the undersigned may:

(a)

transfer the undersigned’s Lock-Up Securities (i) as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, (ii) upon death by will, testamentary document or intestate succession, (iii) if the undersigned is a natural person, to any member of the undersigned’s immediate family (for purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin) or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned or, if the undersigned is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust, (iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)(i) through (iv) above, (vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity which fund or entity controls or manages or is controlled or managed by, or under common control with, the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders, (vii) by operation of law, such as pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement, (viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee, (ix) if the undersigned is not an officer

or director of the Company, in connection with a sale of the undersigned’s Class A shares acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing date of the Public Offering, (x) to the Company in connection with the vesting, settlement or exercise of restricted share units, options, warrants or other rights to purchase Class A shares (including, in each case, by way of “net” or “cashless” exercise) that are scheduled to expire or automatically vest during the Lock-Up Period, including any transfer to the Company for the payment of exercise price and tax withholdings or remittance payments due as a result of the vesting, settlement or exercise of such restricted share units, options, warrants or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to an agreement or equity awards granted under a share incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the Registration Statement, the preliminary prospectus relating to the Shares included in the Registration Statement immediately prior to the time the Underwriting Agreement is executed and the Prospectus, provided that any securities received upon such vesting, settlement, exercise or conversion shall be subject to the terms of this Lock-Up Agreement, (xi) in an exchange of any units (“OpCo Units”) of DBR Land Holdings LLC, a Delaware limited liability company (“OpCo”) (or securities convertible into, exchangeable for or that represent the right to receive OpCo Units) and a corresponding number of the Company’s Class B shares representing limited liability company interests (“Class B shares”) into or for Class A shares pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, the distribution of OpCo Units and a corresponding number of Class B shares to the members of OpCo as described in the Prospectus, provided that any such securities received by the undersigned shall be subject to the terms of this Lock-Up Agreement, or (xii) with the prior written consent of the Representatives, provided that (A) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, such transfer or distribution shall not involve a disposition for value, (B) in the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (vii) above, it shall be a condition to the transfer or distribution that the donee, devisee, transferee or distributee, as the case may be, shall sign and deliver a lock-up agreement in the form of this Lock-Up Agreement, (C) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, no filing by any party (including, without limitation, any donor, donee, devisee, transferor, transferee, distributor or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public filing, report or announcement reporting a reduction in beneficial ownership of Lock-Up Securities shall be required or shall be voluntarily made in connection with such transfer or distribution, and (D) in the case of clauses (a)(vii), (viii), (ix) and (x) above, no filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made, and if any such filing, report or announcement as may be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto (A) the circumstances of such transfer or distribution and (B) in the case of a transfer or distribution pursuant to clause (a)(vii) above, that the donee, devisee, transferee or distributee has agreed to be bound by a lock-up agreement in the form of this Lock-Up Agreement;

(b)

enter into a written trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the transfer, sale or other disposition of the undersigned’s Lock-Up Securities, if then permitted by the Company, provided that none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration of the Lock-Up Period and no public announcement, report or filing under the Exchange Act, or any other public filing, report or announcement, shall be

voluntarily made regarding the establishment of such plan during the Lock-Up Period, and if any such filing, report or announcement shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly indicate in the footnotes thereto that none of the securities subject to such plan may be transferred, sold or otherwise disposed of pursuant to such plan until after the expiration of the Lock-Up Period;

(c)

transfer the undersigned’s Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control of the Company (for purposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Lock-Up Agreement; and

(d)

transfer the Lock-Up Securities in connection with the transactions described under “Corporate Reorganization” and “Use of Proceeds” in the Prospectus.

If the undersigned is a director, officer or other employee of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer- directed or other Shares the undersigned may purchase in the Public Offering.

If the undersigned is not a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that has executed a Lock- Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Class A shares, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service (or such other method approved by the Representatives that satisfies the requirements of FINRA Rule 5131(d)(2)) at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and (ii) the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

The undersigned now has, and, except as contemplated by clauses (a) and (c) of the third paragraph of this Lock-Up Agreement, for the duration of this Lock-Up Agreement will have, good and marketable title to the undersigned’s Lock-Up Securities, free and clear of all liens, encumbrances and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.

The undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have provided or hereafter provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures as contemplated by Regulation Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to enter into this Lock-Up Agreement or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any Class A shares, and nothing set forth in such disclosures or herein is intended to suggest that any Underwriter is making such a recommendation.

This Lock-Up Agreement shall automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder upon the earlier of (i) the date on which the Registration Statement filed with the SEC with respect to the Public Offering is withdrawn, (ii) the date on which for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior to payment for and delivery of the Shares to be sold thereunder (other than pursuant to the Underwriters’ option thereunder to purchase additional Shares), (iii) the date on which the Company or the Representatives advise in writing and prior to the execution of the Underwriting Agreement, that they do not intend to proceed with the Public Offering, (iv) August 1, 2024, in the event that the Underwriting Agreement has not been executed by such date (provided, however, that the Company may, by written notice to the undersigned prior to such date, extend such date by a period of up to an additional 90 days) and (v) August 1, 2024, in the event that the Public Offering is not completed by such date (provided, however, that the Company may, by written notice to the undersigned prior to such date, extend such date by a period of up to an additional 90 days).

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of New York. The undersigned agrees that any suit or proceeding arising in respect of this Lock-Up Agreement or any transaction contemplated by this Lock-Up Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York and the undersigned agrees to submit to the jurisdiction of, and to venue in, such courts. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature page follows.]

Very truly yours,


IF AN INDIVIDUAL:		IF AN ENTITY:

By:
	(duly authorized signature)

Name:		By:
	(please print full name)		(duly authorized signature)

		Name:
			(please print full name)

		Title:
			(please print full title)

[Signature Page to Lock-Up Agreement]