0000899243-21-003231.txt : 20210125
0000899243-21-003231.hdr.sgml : 20210125
20210125215719
ACCESSION NUMBER: 0000899243-21-003231
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210115
FILED AS OF DATE: 20210125
DATE AS OF CHANGE: 20210125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Juniper Capital III GP, L.P.
CENTRAL INDEX KEY: 0001839103
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13283
FILM NUMBER: 21551570
BUSINESS ADDRESS:
STREET 1: 2727 ALLEN PARKWAY
STREET 2: SUITE 1850
CITY: HOUSTON
STATE: TX
ZIP: 77019
BUSINESS PHONE: 7133354700
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
0001839103
Juniper Capital III GP, L.P.
2727 ALLEN PARKWAY, SUITE 1850
HOUSTON
TX
77019
0
0
1
0
Series A Preferred Stock
2021-07-14
Common Stock
5405252
I
See Footnote
Rocky Creek Resources LLC, a Delaware limited liability company ("Rocky Creek"), was issued 54,052.52 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 5,405,252 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. 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, par value $0.01, of the Issuer ("Common Stock") or
(Continued from Footnote 1) (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. 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.
The Reporting Person is the sole general partner of Juniper Capital II, L.P., a Delaware limited partnership and investment fund that controls Rocky Creek and owns a majority of the membership interests in Rocky Creek. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein.
Represents the total number of shares of Common Stock underlying the shares of Series A Preferred Stock and Common Units issued to Rocky Creek, including the 495,900 Common Units and 4,959 shares of Series A Preferred Stock that were placed in escrow for indemnification claims.
N/A
/s/ Edward Geiser, Authorized Signatory of the Reporting Person
2021-01-25