3//SEC Filing
Yorktown Energy Partners VI LP 3
Accession 0001140361-21-006778
CIK 0001001614other
Filed
Feb 28, 7:00 PM ET
Accepted
Mar 1, 9:45 PM ET
Size
23.6 KB
Accession
0001140361-21-006778
Insider Transaction Report
Form 3
YORKTOWN ENERGY PARTNERS IV LP
10% Owner
Holdings
- 4,677,410
Common Stock, par value $0.001 per share
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)
Yorktown IV CO LLC
10% Owner
Holdings
- 4,677,410
Common Stock, par value $0.001 per share
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)
Yorktown V CO LLC
10% Owner
Holdings
- 4,677,410
Common Stock, par value $0.001 per share
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)
Yorktown VI Associates LLC
10% Owner
Holdings
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)- 4,677,410
Common Stock, par value $0.001 per share
Yorktown Energy Partners VIII, L.P.
10% Owner
Holdings
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)- 4,677,410
Common Stock, par value $0.001 per share
Yorktown Energy Partners VII, L.P.
10% Owner
Holdings
- 4,677,410
Common Stock, par value $0.001 per share
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)
Riley Exploration Group, LLC
10% Owner
Holdings
- 4,677,410
Common Stock, par value $0.001 per share
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)
Yorktown Energy Partners VI LP
10% Owner
Holdings
- 4,677,410
Common Stock, par value $0.001 per share
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)
Yorktown VII Associates LLC
10% Owner
Holdings
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)- 4,677,410
Common Stock, par value $0.001 per share
YORKTOWN ENERGY PARTNERS V LP
10% Owner
Holdings
- 4,677,410
Common Stock, par value $0.001 per share
Exchangeable Promissory Note
Exercise: $14.72From: 2021-02-26→ Common Stock (443,599 underlying)
Footnotes (6)
- [F1]Each reporting person disclaims beneficial ownership of these securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for Section 16 or any other purpose. In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 21, 2020, by and among Tengasco, Inc. ("TGC"), Antman Sub, LLC, a wholly-owned subsidiary of TGC ("Merger Sub"), and Riley Exploration - Permian, LLC ("REP"), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, pursuant to which Merger Sub merged with and into REP with REP continuing as the surviving entity in the merger (the "Merger") and a wholly-owned subsidiary of TGC (which changed its name to "Riley Exploration Permian, Inc.", the "Issuer"), these shares were received in exchange for common units of REP.
- [F2]The share amounts of the Issuer's common stock reported reflect the 1-for-12 reverse stock split of the Issuer's common stock effected on February 26, 2021 immediately prior to the completion of the Merger.
- [F3]These shares are owned directly by Riley Exploration Group, LLC ("REG"). Yorktown Energy Partners IV, L.P. ("Yorktown IV"), Yorktown Energy Partners V, L.P. ("Yorktown V"), Yorktown Energy Partners VI, L.P. ("Yorktown VI"), Yorktown Energy Partners VII, L.P. ("Yorktown VII"), Yorktown Energy Partners VIII, L.P. ("Yorktown VIII"), Yorktown Energy Partners IX, L.P. ("Yorktown IX") and Yorktown Energy Partners X, L.P. ("Yorktown X") collectively own approximately 94% of REG. Yorktown IV Company LLC is the sole general partner of Yorktown IV. Yorktown V Company LLC is the sole general partner of Yorktown V. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP, the sole general partner of Yorktown VI. Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP, the sole general partner of Yorktown VII. Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP, the sole general partner of Yorktown VIII.
- [F4](continuation of footnote 3) Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP, the sole general partner of Yorktown IX. Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X.
- [F5]REG and Yorktown X are parties to an Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of December 31, 2020, whereby REG promises to pay to Yorktown X a principal sum plus interest. Interest accrues at a rate of fifteen percent (15.00%) per annum. There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice. REG can prepay the Note at any time. Pursuant to the terms of the Note, following the consummation of the Merger, Yorktown X can elect to receive shares of Common Stock of the Issuer held by REG in exchange for cancellation of the Note. The reported number of shares and the exercise price are based on an exchange on March 1, 2021.
- [F6]The Note is held directly by Yorktown X. Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X
Documents
Issuer
Riley Exploration Permian, Inc.
CIK 0001001614
Entity typeother
Related Parties
1- filerCIK 0001347504
Filing Metadata
- Form type
- 3
- Filed
- Feb 28, 7:00 PM ET
- Accepted
- Mar 1, 9:45 PM ET
- Size
- 23.6 KB