0000899243-21-003226.txt : 20210125 0000899243-21-003226.hdr.sgml : 20210125 20210125215253 ACCESSION NUMBER: 0000899243-21-003226 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210115 FILED AS OF DATE: 20210125 DATE AS OF CHANGE: 20210125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Geiser Edward CENTRAL INDEX KEY: 0001839074 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13283 FILM NUMBER: 21551558 MAIL ADDRESS: STREET 1: 2727 ALLEN PARKWAY STREET 2: SUITE 1850 CITY: HOUSTON STATE: TX ZIP: 77019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PENN VIRGINIA CORP CENTRAL INDEX KEY: 0000077159 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 231184320 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16285 PARK TEN PLACE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7137226500 MAIL ADDRESS: STREET 1: 16285 PARK TEN PLACE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COAL & IRON CO DATE OF NAME CHANGE: 19670501 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-01-15 0 0000077159 PENN VIRGINIA CORP PVAC 0001839074 Geiser Edward 2727 ALLEN PARKWAY, SUITE 1850 HOUSTON TX 77019 1 0 1 0 Series A Preferred Stock 2021-07-14 Common Stock 22548109 I See footnotes JSTX Holdings LLC, a Delaware limited liability company ("JSTX"), was issued 171,428.57 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 17,142,857 Common Units ("Common Units") of PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Issuer (the "Partnership"), on January 15, 2021. JSTX may elect to have each Common Unit, together with 1/100th of a share of Series A Preferred Stock, held by it, redeemed at any time on or after July 14, 2021 for, at the Partnership's option, either (a) one share of common stock, par value $0.01, of the Issuer ("Common Stock") or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Common Stock for the five trading days prior to the date JSTX delivers a notice of redemption for each Common Unit and 1/100th of a share of Series A Preferred Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). Rocky Creek Resources LLC, a Delaware limited liability company ("Rocky Creek"), was issued 54,052.52 shares of Series A Preferred Stock and 5,405,252 Common Units of the Partnership, on January 15, 2021. Rocky Creek may elect to have each Common Unit, together with 1/100th of a share of Series A Preferred Stock, held by it, redeemed at any time on or after July 14, 2021 for, at the Partnership's option, either (a) one share of Common Stock or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Common Stock for the five trading days prior to the date Rocky Creek delivers a notice of redemption for each Common Unit and 1/100th of a share of Series A Preferred Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). 495,900 Common Units and 4,959 shares of Series A Preferred Stock were placed in escrow for indemnification claims. (continued from footnote 2) Subject to customary holdbacks for any pending indemnification claims, 50% of the remaining escrowed shares will be disbursed on July 14, 2021 and the remainder on January 15, 2022. JSTX is wholly owned by Juniper Capital III, L.P., a Delaware limited partnership ("Fund III"), and Juniper Phoenix Partners, L.P., a Delaware limited partnership ("Phoenix"). Juniper Capital III GP, L.P, a Delaware limited partnership ("Fund III GP"), is the sole general partner of each of Fund III and Phoenix. Mr. Geiser, indirectly, is the sole owner of Fund III GP. Rocky Creek is controlled by Juniper Capital II, L.P., a Delaware limited partnership and investment fund ("Fund II"), and Fund II owns a majority of the membership interests in Rocky Creek. Juniper Capital II GP, L.P., a Delaware limited partnership ("Fund II GP"), is the sole general partner of Fund II. Mr. Geiser, indirectly, is the sole owner of Fund II GP. Mr. Geiser, as the indirect, sole owner of the general partners of Fund III, Phoenix and Fund II, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares owned by JSTX and Rocky Creek. Mr. Geiser disclaims beneficial ownership of the shares held by each of JSTX and Rocky Creek except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Represents the total number of shares of Common Stock underlying the aggregate number of shares of Series A Preferred Stock and Common Units issued to each of JSTX and Rocky Creek, including the 495,900 Common Units and 4,959 shares of Series A Preferred Stock issued to Rocky Creek that were placed in escrow for indemnification claims. N/A Exhibit List: Exhibit 24 - Power of Attorney /s/ Katherine J. Ryan, as power-of-attorney 2021-01-25 EX-24 2 attachment1.htm EX-24 DOCUMENT

                           LIMITED POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned individual,
Edward Geiser does hereby appoint Katherine J. Ryan as his true and lawful
attorney to execute and deliver for him and in his name all Forms 3, 4 and 5
filed on behalf of the undersigned with the Securities and Exchange Commission.

The undersigned hereby ratifies and confirms all that said attorney shall do by
virtue of the powers granted hereby. The undersigned does hereby indemnify such
attorney, and holds such attorney harmless, from all claims which may be made
against the undersigned as a result of her serving as the undersigned's attorney
except to the extent that such claims result from her willful misconduct.

     This Power of Attorney shall terminate immediately upon the undersigned's
written revocation hereof.

     IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has
executed and delivered this Power of Attorney the 15th day of January, 2021.



                                                   /s/ Edward Geiser
                                                   ---------------------------
                                                   Edward Geiser