NGP XI US Holdings, L.P.'s Form 4 filing
Permian Resources Corp (PR) · filed Sep 25, 2023
- Accession no.
- 0000899243-23-019482
- Filed
- Sep 25, 2023, 8:44 AM ET
- Trade date
- Sep 22, 2023
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not checked
This filing lists 12 non-derivative transactions and 6 derivative transactions. Open-market sales total $313.1M. It was filed 3 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| NGP XI US Holdings, L.P.CIK 0001691879 | 10% Owner |
| Luxe Energy, LLCCIK 0001944739 | 10% Owner |
| NGP Pearl Holdings II, LLCCIK 0001944741 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 22, 2023 | Class C Common Stock | DReturned to the companyDisposed | −6,390,202 | $0.00F1 | $0 | 19,358,255 | Direct | |
| Sep 22, 2023 | Class C Common Stock | DReturned to the companyDisposed | −3,189,900 | $0.00F1 | $0 | 9,663,373 | Direct | |
| Sep 22, 2023 | Class C Common Stock | DReturned to the companyDisposed | −15,087,398 | $0.00F1 | $0 | 45,705,243 | Direct | |
| Sep 22, 2023 | Class A Common Stock | CConversionAcquired | +6,390,202 | $0.00F1 | $0 | 6,390,202 | Direct | |
| Sep 22, 2023 | Class A Common Stock | CConversionAcquired | +3,189,900 | $0.00F1 | $0 | 3,189,900 | Direct | |
| Sep 22, 2023 | Class A Common Stock | CConversionAcquired | +15,087,398 | $0.00F1 | $0 | 15,087,398 | Direct | |
| Sep 22, 2023 | Class A Common Stock | SSaleDisposed | −6,390,202 | $12.69F2 | −$81,098,692.6 | 0 | Direct | |
| Sep 22, 2023 | Class A Common Stock | SSaleDisposed | −3,189,900 | $12.69F2 | −$40,483,339.89 | 0 | Direct | |
| Sep 22, 2023 | Class A Common Stock | SSaleDisposed | −15,087,398 | $12.69F2 | −$191,475,676.76 | 0 | Direct | |
| Sep 22, 2023 | Class C Common Stock | DReturned to the companyDisposed | −569,918 | –F3 | – | 18,788,337 | Direct | |
| Sep 22, 2023 | Class C Common Stock | DReturned to the companyDisposed | −284,495 | –F3 | – | 9,378,878 | Direct | |
| Sep 22, 2023 | Class C Common Stock | DReturned to the companyDisposed | −1,345,587 | –F3 | – | 44,359,656 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 22, 2023 | Class A Common Stock | CConversionDisposed | −6,390,202 | –F1 | – | 19,358,255 | Direct | |
| Sep 22, 2023 | Class A Common Stock | CConversionDisposed | −3,189,900 | –F1 | – | 9,663,373 | Direct | |
| Sep 22, 2023 | Class A Common Stock | CConversionDisposed | −15,087,398 | –F1 | – | 45,705,243 | Direct | |
| Sep 22, 2023 | Class A Common Stock | DReturned to the companyDisposed | −569,918 | $12.69 | −$7,232,886.33 | 18,788,337 | Direct | |
| Sep 22, 2023 | Class A Common Stock | DReturned to the companyDisposed | −284,495 | $12.69 | −$3,610,554.49 | 9,378,878 | Direct | |
| Sep 22, 2023 | Class A Common Stock | DReturned to the companyDisposed | −1,345,587 | $12.69 | −$17,076,979.18 | 44,359,656 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
At the request of the Reporting Person, each common unit of Permian Resources Operating, LLC ("PRC") (such common units, "Common Units") and a corresponding share of Class C common stock of the Company may be redeemed for newly-issued shares of Class A common stock of the Company on a one-for-one basis. The Common Units do not expire.
Referenced by the price of 6 transactions in Table I and 3 transactions in Table II.
- F2
This amount represents the $13.05 price per share of Class A common stock of the Company less the underwriting discount of $0.3589 per share for shares sold by NGP XI US Holdings, L.P., NGP Pearl Holdings II, L.L.C. and Luxe Energy LLC in connection with an underwritten public offering (the "Offering").
Referenced by the price of 3 transactions in Table I.
- F3
An aggregate of 2,200,000 Common Units were transferred to the Issuer by the Reporting Persons and a corresponding number of shares of Class C common stock were subsequently forfeited by the Reporting Persons and canceled by the Company in exchange for an amount per Common Unit of PRC/share of Class C common stock equal to the amount received by the Reporting Persons in the Offering as disclosed in Footnote 2 (the "Common Unit Repurchase"). The Common Unit Repurchase was made pursuant to a Repurchase Agreement, dated September 19, 2023, by and among the Reporting Persons, PRC and, for the purposes of consent to the transfer of Common Units, the Company. The Repurchase Agreement was specifically approved in advance by the Issuer's Audit Committee of the Board of Directors. The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended.
Referenced by the price of 3 transactions in Table I.