4//SEC Filing
NGP XI US Holdings, L.P. 4
Accession 0000899243-23-020684
CIK 0001658566other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 4:05 PM ET
Size
45.2 KB
Accession
0000899243-23-020684
Insider Transaction Report
Form 4
NGP XI US Holdings, L.P.
10% Owner
Transactions
- Disposition to Issuer
Class C Common Stock
2023-12-21−16,071,376→ 28,288,280 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−16,071,376$207,802,892→ 0 total - Disposition to Issuer
Class C Common Stock
2023-12-21−583,454→ 11,397,923 total - Disposition to Issuer
Class C Common Stock
2023-12-21−291,252→ 5,689,686 total - Disposition to Issuer
Class C Common Stock
2023-12-21−1,377,546→ 26,910,734 total - Conversion
Common Units
2023-12-21−6,806,960→ 11,981,377 total→ Class A Common Stock (6,806,960 underlying) - Conversion
Common Units
2023-12-21−3,397,940→ 5,980,938 total→ Class A Common Stock (3,397,940 underlying) - Conversion
Common Units
2023-12-21−16,071,376→ 28,288,280 total→ Class A Common Stock (16,071,376 underlying) - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−583,454$7,544,060→ 11,397,923 total→ Class A Common Stock (583,454 underlying) - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−291,252$3,765,888→ 5,689,686 total→ Class A Common Stock (291,252 underlying) - Conversion
Class A Common Stock
2023-12-21+6,806,960→ 6,806,960 total - Conversion
Class A Common Stock
2023-12-21+3,397,940→ 3,397,940 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−6,806,960$88,013,993→ 0 total - Disposition to Issuer
Class C Common Stock
2023-12-21−3,397,940→ 5,980,938 total - Conversion
Class A Common Stock
2023-12-21+16,071,376→ 16,071,376 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−3,397,940$43,935,364→ 0 total - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−1,377,546$17,811,670→ 26,910,734 total→ Class A Common Stock (1,377,546 underlying) - Disposition to Issuer
Class C Common Stock
2023-12-21−6,806,960→ 11,981,377 total
NGP Pearl Holdings II, LLC
10% Owner
Transactions
- Disposition to Issuer
Class C Common Stock
2023-12-21−3,397,940→ 5,980,938 total - Disposition to Issuer
Class C Common Stock
2023-12-21−16,071,376→ 28,288,280 total - Conversion
Class A Common Stock
2023-12-21+6,806,960→ 6,806,960 total - Conversion
Class A Common Stock
2023-12-21+3,397,940→ 3,397,940 total - Conversion
Class A Common Stock
2023-12-21+16,071,376→ 16,071,376 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−6,806,960$88,013,993→ 0 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−3,397,940$43,935,364→ 0 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−16,071,376$207,802,892→ 0 total - Disposition to Issuer
Class C Common Stock
2023-12-21−583,454→ 11,397,923 total - Disposition to Issuer
Class C Common Stock
2023-12-21−291,252→ 5,689,686 total - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−583,454$7,544,060→ 11,397,923 total→ Class A Common Stock (583,454 underlying) - Conversion
Common Units
2023-12-21−6,806,960→ 11,981,377 total→ Class A Common Stock (6,806,960 underlying) - Conversion
Common Units
2023-12-21−16,071,376→ 28,288,280 total→ Class A Common Stock (16,071,376 underlying) - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−291,252$3,765,888→ 5,689,686 total→ Class A Common Stock (291,252 underlying) - Disposition to Issuer
Class C Common Stock
2023-12-21−6,806,960→ 11,981,377 total - Disposition to Issuer
Class C Common Stock
2023-12-21−1,377,546→ 26,910,734 total - Conversion
Common Units
2023-12-21−3,397,940→ 5,980,938 total→ Class A Common Stock (3,397,940 underlying) - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−1,377,546$17,811,670→ 26,910,734 total→ Class A Common Stock (1,377,546 underlying)
Luxe Energy, LLC
10% Owner
Transactions
- Disposition to Issuer
Class C Common Stock
2023-12-21−6,806,960→ 11,981,377 total - Disposition to Issuer
Class C Common Stock
2023-12-21−583,454→ 11,397,923 total - Conversion
Common Units
2023-12-21−3,397,940→ 5,980,938 total→ Class A Common Stock (3,397,940 underlying) - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−291,252$3,765,888→ 5,689,686 total→ Class A Common Stock (291,252 underlying) - Conversion
Class A Common Stock
2023-12-21+6,806,960→ 6,806,960 total - Conversion
Common Units
2023-12-21−16,071,376→ 28,288,280 total→ Class A Common Stock (16,071,376 underlying) - Disposition to Issuer
Class C Common Stock
2023-12-21−3,397,940→ 5,980,938 total - Disposition to Issuer
Class C Common Stock
2023-12-21−16,071,376→ 28,288,280 total - Conversion
Class A Common Stock
2023-12-21+3,397,940→ 3,397,940 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−6,806,960$88,013,993→ 0 total - Disposition to Issuer
Class C Common Stock
2023-12-21−1,377,546→ 26,910,734 total - Conversion
Class A Common Stock
2023-12-21+16,071,376→ 16,071,376 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−3,397,940$43,935,364→ 0 total - Sale
Class A Common Stock
2023-12-21$12.93/sh−16,071,376$207,802,892→ 0 total - Disposition to Issuer
Class C Common Stock
2023-12-21−291,252→ 5,689,686 total - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−1,377,546$17,811,670→ 26,910,734 total→ Class A Common Stock (1,377,546 underlying) - Conversion
Common Units
2023-12-21−6,806,960→ 11,981,377 total→ Class A Common Stock (6,806,960 underlying) - Disposition to Issuer
Common Units
2023-12-21$12.93/sh−583,454$7,544,060→ 11,397,923 total→ Class A Common Stock (583,454 underlying)
Footnotes (7)
- [F1]At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("PRC") (such common units, "Common Units") and a corresponding share of Class C common stock of Permian Resources Corporation (the "Issuer") may be redeemed for newly-issued shares of Class A common stock of the Issuer on a one-for-one basis. The Common Units do not expire.
- [F2]This amount represents the $12.93 price per share of Class A common stock of the Company 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").
- [F3]An aggregate of 2,252,252 Common Units were transferred to the Issuer by the reporting persons and a corresponding number of shares of Class C common stock of the Issuer were subsequently forfeited by the reporting persons and canceled by the Issuer in exchange for an amount per Common Unit of PRC/share of Class C common stock of the Issuer 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 December 19, 2023 (the Repurchase Agreement), by and among the reporting persons, PRC and, for the purposes of consent to the transfer of Common Units, the Issuer. 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.
- [F4]NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C.
- [F5]NGP XII US Holdings, L.P. controls NGP Pearl Holdings II, L.L.C. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C.
- [F6]NGP XI US Holdings, LP controls Luxe Energy LLC. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C.
- [F7]The respective controlling entities of the reporting persons may be deemed to beneficially own all of the Common Units and the corresponding shares of Class C common stock of the Issuer held by such reporting persons. Such persons disclaim beneficial ownership of the Common Units reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Units covered by this Form 4.
Documents
Issuer
Permian Resources Corp
CIK 0001658566
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001691879
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 4:05 PM ET
- Size
- 45.2 KB