Capobianco David N 4
4 · LandBridge Co LLC · Filed Dec 23, 2024
Insider Transaction Report
Form 4
Capobianco David N
Director10% Owner
Transactions
- Disposition to Issuer
Class B shares
2024-12-19$60.03/sh−2,498,751$150,000,023→ 53,227,852 total(indirect: See Footnote) - Disposition to Issuer
DBR Land Holdings LLC Units
2024-12-19$60.03/sh−2,498,751$150,000,023→ 53,227,852 total(indirect: See Footnote)→ Class A Shares (2,498,751 underlying)
Footnotes (4)
- [F1]An aggregate 2,498,751 OpCo Units (as defined below) were transferred to the Issuer (as defined below) by the LandBridge Holdings LLC, a Delaware limited liability company ("LandBridge Holdings"), and a corresponding number of Class B Shares (as defined below) were contemporaneously forfeited by the reporting persons and cancelled by the Issuer (the "OpCo Unit Purchase") in exchange for an amount per OpCo Unit equal to $60.03, which was the amount per share received by the Issuer in connection with its private placement of an aggregate of 5,830,419 Class A Shares to select institutional and accredited investors on December 19, 2024. The OpCo Unit Purchase was made pursuant to a Purchase Agreement, dated December 19, 2024 (the "Purchase Agreement"), by and among LandBridge Holdings and the Issuer. The Purchase Agreement was specifically approved in advance by a majority of the Issuer's shareholders and the Issuer's board of directors.
- [F2](Continued from footnote 1) The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended.
- [F3]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 (the "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 (the "Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. The OpCo Units do not expire. The Class B Shares do not represent economic interests in the Issuer.
- [F4]LandBridge Holdings is ultimately controlled by the reporting person. As a result of the foregoing, the reporting person may exercise voting and dispositive power over the Class B Shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. The reporting person disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.