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