0000899243-21-039774.txt : 20211008
0000899243-21-039774.hdr.sgml : 20211008
20211008194848
ACCESSION NUMBER: 0000899243-21-039774
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211006
FILED AS OF DATE: 20211008
DATE AS OF CHANGE: 20211008
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Juniper Capital II GP, L.P.
CENTRAL INDEX KEY: 0001839104
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-13283
FILM NUMBER: 211316409
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-10-06
0
0000077159
PENN VIRGINIA CORP
PVAC
0001839104
Juniper Capital II GP, L.P.
2727 ALLEN PARKWAY, SUITE 1850
HOUSTON
TX
77019
0
0
1
0
Series A Preferred Stock
2021-10-06
4
J
0
54061.41
D
2021-07-14
Class A Common Stock
54061.41
0
I
See footnote
Class B Common Stock
2021-10-06
4
J
0
5406141
A
2021-07-14
Class A Common Stock
5406141
5406141
I
See footnote
On January 15, 2021, Rocky Creek Resources, LLC, a Delaware limited liability company ("RCR"), 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") pursuant to the Contribution Agreement dated November 2, 2020 (the "Contribution Agreement"). On June 2, 2021, RCR received 8.89 shares of Series A Preferred Stock and 889 Common Units pursuant to customary post-closing adjustments set forth in the Contribution Agreement.
On October 6, 2021, the Issuer renamed its common stock, par value $0.01, to Class A Common Stock, par value $0.01 per share (the "Class A Common Stock").
On October 6, 2021, RCR exchanged its 54,061.41 shares of Series A Preferred Stock for 5,406,141 shares of Class B Common Stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock"), pursuant to the Contribution and Exchange Agreement, dated October 6, 2021. RCR may elect to have each Common Unit, together with 1 share of Class B Common Stock, held by it, redeemed at any time for, at the Partnership's option, either (a) one share of Class A Common Stock or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Class A Common Stock for the five trading days prior to the date RCR delivers a notice of redemption for each Common Unit and each share of Class B Common Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications), subject to customary holdbacks for any pending indemnification claims as noted in Note 5.
The Reporting Person is the sole general partner of Juniper Capital II, L.P., a Delaware limited partnership and investment fund that controls RCR and owns a majority of the membership interests in RCR. 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 Class A Common Stock underlying the shares of Class B Common Stock and Common Units issued to RCR, including the 247,950 Common Units and 247,950 shares of Class B Common Stock that are held in a restricted account for indemnification claims. Subject to customary holdbacks for any pending indemnification claims, such shares will be disbursed on January 15, 2022.
N/A.
/s/ Edward Geiser, Authorized Signatory of the Reporting Person
2021-10-08