| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/07/2021 |
3. Issuer Name and Ticker or Trading Symbol
Crescent Energy Co [ CRGY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B Common Stock(1) | 39,382,414(2) | D(3) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Crescent Energy OpCo LLC Units(4) | (4) | (4) | Class A Common Stock | 39,382,414(2) | 0.00 | D(3) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally. |
| 2. On December 7, 2021, pursuant to a Transaction Agreement, dated June 7, 2021, by and among Issuer, Contango Oil & Gas Company ("Contango"), Independence Energy LLC, IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), whereby C Merger Sub merged with and into Contango, with Contango surviving the merger as a direct wholly owned subsidiary of Issuer (the "Contango Merger") and Contango merged with and into L Merger Sub, with L Merger Sub surviving the merger as a direct wholly owned subsidiary of the Issuer (the "LLC Merger", together with the Contango Merger, the "Mergers"). This report reflects the beneficial ownership of the reporting person(s) at the time of the consummation of the Mergers. |
| 3. Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of PT Independence Energy Holdings LLC (the "PT Reporting Person"), Liberty Energy Holdings LLC ("Holdings") has the sole right to vote or dispose of the shares of Class B Common Stock of the Issuer and units in Crescent Energy OpCo LLC (the "OpCo LLC Units") held by the PT Reporting Person. Therefore, Holdings is deemed to have beneficial ownership of the shares of Class B Common Stock and OpCo LLC Units. The sole member of Holdings is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes. |
| 4. The terms of the Amended and Restated Limited Liability Company Agreement of Crescent Energy OpCo LLC provide certain holders of OpCo LLC Units with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a share of Class A Common Stock of the Issuer on the trading day that is immediately prior to the date of the redemption. The OpCo LLC Units and the right to exercise the Redemption Right have no expiration date. |
| Remarks: |
| Each of the foregoing entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
| PT INDEPENDENCE ENERGY HOLDINGS LLC, By: /s/ Brandi Kendall Name: Brandi Kendall Title: Vice President | 12/07/2021 | |
| LIBERTY MUTUAL HOLDING COMPANY INC., By: /s/ Vlad Barbalat Name: Vlad Barbalat Title: Executive Vice President | 12/07/2021 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
