Five Point Energy Fund III AIV-VIII LP's Form 4 filing
LandBridge CorpLB · filed Nov 21, 2025
- Accession no.
- 0001193125-25-291209
- Filed
- Nov 21, 2025, 2:58 PM ET
- Trade date
- Nov 18, 2025
- Filing delay
- 3 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 3 non-derivative transactions and 1 derivative transaction. Open-market sales total $175.0M. It was filed 3 days after the trade, past the 2-business-day deadline.
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 |
|---|---|
| Five Point Energy Fund III AIV-VIII LPCIK 0002028439 | Director, 10% Owner |
| Five Point Energy Fund II AIV-VII LPCIK 0002028478 | Director, 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 18, 2025 | Class B shares | JOtherDisposed | −2,500,000 | $0.00F1 | $0 | 48,593,505 | Indirect | Duplicate filing |
| Nov 18, 2025 | Class A shares | CConversionAcquired | +2,500,000 | $0.00F1 | $0 | 2,500,000 | Indirect | Duplicate filing |
| Nov 18, 2025 | Class A shares | SSaleDisposed | −2,500,000 | $70.00F2 | −$175,000,000 | 0 | Indirect | Duplicate filing |
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 |
|---|---|---|---|---|---|---|---|---|
| Nov 18, 2025 | Class A Shares | CConversionDisposed | −2,500,000 | $0.00F1 | $0 | 48,593,505 | Indirect | Duplicate filing |
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
Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. Class B Shares do not represent economic interests in the Issuer.
Referenced by the price of 2 transactions in Table I and 1 transaction in Table II.
- F2
In connection with an underwritten public offering by LandBridge Holdings LLC ("LandBridge Holdings") on November 18, 2025, LandBridge Holdings (i) redeemed 2,500,000 OpCo Units (together with the cancellation of 2,500,000 Class B Shares) for 2,500,000 Class A Shares and (ii) sold 2,500,000 Class A Shares at a price per share of $70.00. This amount represents the price to the underwriter. The underwriter may offer the Class A shares from time to time in one or more transactions on the NYSE, the NYSE Texas, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
Referenced by the price of 1 transaction in Table I.
Remarks
Pursuant to a Shareholder Agreement between the Issuer and LandBridge Holdings, LandBridge Holdings has the right to designate a majority of the members of the Board of Directors of the Issuer. As a result, LandBridge Holdings constitute "directors by deputization" with respect to the Issuer. The securities reported herein were previously reported on the Form 4 filed by LandBridge Holdings LLC, Five Point Energy GP II LP, Five Point Energy GP II LLC, Five Point Energy GP III LP, Five Point Energy GP III LLC and David Capobianco on November 21, 2025 (the "Original Form 4"). The Reporting Persons were not included on the Original Form 3 due to a delay in obtaining EDGAR codes from the Securities and Exchange Commission.