4//SEC Filing
Quinn William J 4
Accession 0001104659-24-073942
CIK 0001658566other
Filed
Jun 20, 8:00 PM ET
Accepted
Jun 21, 4:17 PM ET
Size
13.7 KB
Accession
0001104659-24-073942
Insider Transaction Report
Form 4
Quinn William J
Director
Transactions
- Conversion
Common Units
2024-06-19−23,145,013→ 25,411,607 total(indirect: See footnote)→ Class A Common Stock (23,145,013 underlying) - Disposition to Issuer
Class C Common Stock
2024-06-19−23,145,013→ 25,411,607 total(indirect: See footnote) - Other
Class A Common Stock
2024-06-19−23,145,013→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2024-06-19+23,145,013→ 23,145,013 total(indirect: See footnote)
Footnotes (5)
- [F1]Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of Permian Resources Operating, LLC ("PRC"), at the request of the holder, each Common Unit of PRC (together with the delivery for no consideration of an equal number of shares of Class C common stock, par value $0.0001 per share ("Class C Common Stock") of the Issuer) may be redeemed, at PRC's election, for an equal number of newly-issued shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or for cash. The Common Units do not expire. Shares of Class C Common Stock do not represent economic interests in the Issuer.
- [F2]On June 19, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 15,898,286 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 7,246,727 Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for shares of Class A Common Stock.
- [F3]The Common Units reported herein are held directly by Pearl AIV, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") and Pearl Energy Investments II, L.P. ("Pearl II"). Pearl AIV is controlled by Pearl I GP, LP, its general partner. Pearl I GP, LP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl II is controlled by Pearl Energy Investment II GP, L.P. ("Pearl II GP, LP"), its general partner. Pearl II GP, LP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP," and together with all of the foregoing entities, the "Pearl Entities"). Pearl UGP and Pearl II UGP are controlled by the Reporting Person.
- [F4]The Reporting Person and each of the Pearl Entities disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose.
- [F5]The Reported Transaction represents a pro rata distribution, for no consideration by Pearl AIV and Pearl CIII to certain of its limited partners (the "Distribution"). The Reporting Person has no pecuniary interest in, or beneficial ownership of, any of the shares distributed in the Distribution and therefore disclaims all interest in the transactions reported herein.
Documents
Issuer
Permian Resources Corp
CIK 0001658566
Entity typeother
Related Parties
1- filerCIK 0001377293
Filing Metadata
- Form type
- 4
- Filed
- Jun 20, 8:00 PM ET
- Accepted
- Jun 21, 4:17 PM ET
- Size
- 13.7 KB