3//SEC Filing
EnerVest Investment Services, L.L.C. 3
Accession 0001144204-18-043589
CIK 0001698990other
Filed
Aug 9, 8:00 PM ET
Accepted
Aug 10, 3:25 PM ET
Size
26.0 KB
Accession
0001144204-18-043589
Insider Transaction Report
Form 3
EnerVest Management GP, L.C.
10% Owner
Holdings
- 31,790,924
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)
Holdings
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)- 31,790,924
Class A Common Stock
EnerVest Investment Services, L.L.C.
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)- 31,790,924
Class A Common Stock
EnerVest, Ltd.
10% Owner
Holdings
- 31,790,924
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)
Holdings
- 31,790,924
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)
Holdings
- 31,790,924
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)
Holdings
- 31,790,924
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)
Holdings
- 31,790,924
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)
Holdings
- 31,790,924
Class A Common Stock
Class B Common Stock
→ Class A Common Stock (83,939,434 underlying)
Footnotes (9)
- [F1]EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") received the shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Issuer") reported in this row pursuant to a Transaction (the "Transaction") wherein EV XIV-C and certain other parties disclosed below were issued, in the aggregate, as consideration (together with an amount in cash) for certain right, title and interest in certain oil and natural gas assets, (a) 31,790,924 shares of Class A Common Stock and (b) 83,939,434 shares of the Issuer's Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock") and an equivalent number of units ("Units") of Magnolia Oil & Gas Parent LLC.
- [F2]EV XIV-C owns of record 31,790,924 shares of Class A Common Stock.
- [F3]EnerVest Management GP, L.C. ("EVM GP") is the general partner of Enervest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").
- [F4]Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- [F5]Shares of Class B Common Stock, when combined with an equal number of Units, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).
- [F6]Not applicable.
- [F7]Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Transaction. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")
- [F8]EV XIV-A owns of record 55,357,254 shares of Class B Common Stock; EV XIV-2A owns of record 11,014,515 shares of Class B Common Stock; EV XIV-3A owns of record 10,805,611 shares of Class B Common Stock; EV XIV-WIC owns of record 578,299 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,183,755 shares of Class B Common Stock.
- [F9]Each Record Holder and each of the Non-Fund Entities directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
Documents
Issuer
Magnolia Oil & Gas Corp
CIK 0001698990
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001749921
Filing Metadata
- Form type
- 3
- Filed
- Aug 9, 8:00 PM ET
- Accepted
- Aug 10, 3:25 PM ET
- Size
- 26.0 KB