EnCap Partners GP Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EnCap Partners GP, LLC

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Permian Resources Corp [ PR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Common Stock	03/06/2024		D⁽¹⁾		5,449,577	D	$0.00⁽¹⁾	39,105,695⁽⁴⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock	03/06/2024		C⁽¹⁾		5,449,577	A	$0.00⁽¹⁾	34,477,527⁽³⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock	03/06/2024		S		9,000,000	D	$15.71⁽²⁾	25,477,527⁽³⁾	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OpCo Units	⁽¹⁾	03/06/2024		C⁽¹⁾			5,449,577	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,449,577	⁽¹⁾	39,105,695	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

EnCap Partners GP, LLC

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund VIII, L.P.

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Bold Energy Holdings, LLC

(Last)

(First)

(Middle)

C/O ENCAP INVESTMENTS L.P.

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund IX, L.P.

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund XI, L.P.

(Last)

(First)

(Middle)

9651 KATY FREEWAY, SUITE 600

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

Explanation of Responses:

1. At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.

2. This amount represents the $15.71 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").

3. Following the completion of the Offering, Fund XI directly owns 22,825,299 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,652,228 shares of Class A Common Stock.

4. Following completion of the Offering, Bold directly owns 39,105,695 shares of Class C Common Stock and an equivalent number of OpCo Units.

5. EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.

6. (Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

7. Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.

	Fund VIII, By: Fund VIII GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director	03/08/2024
	Bold, By: Fund IX, its sole member, Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director	03/08/2024
	Fund IX, By: Fund IX GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director	03/08/2024
	Fund XI, By: Fund XI GP, its general partner, Fund XI LLC, its general partner, Investments LP, its sole member, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director	03/08/2024
	EnCap Partners GP, By: /s/ Douglas E. Swanson, Jr., Managing Director	03/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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EnCap Partners GP Form 4Change in insider ownership