UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (~~Date~~date of earliest event reported): ~~September~~October 85, 2021

~~LONESTAR~~Pi ~~RESOURCES~~Merger USSub ~~INC.~~LLC

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware		001-37670		81-0874035
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(as successor in interest to Lonestar Resources US Inc.)

111 Boland Street, Suite 301 Fort Worth, Texas		76107
(Address of Principal Executive Offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s Telephone Number, Including Area Code: (817) 921-1889


Delaware	001-37670	81-0874035
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Not Applicable

16285 Park Ten Place, Suite 500

Fort Worth, Texas

77084

(Address of principal executive offices)

(Zip Code)

~~(Former~~Registrant’s ~~Name~~telephone ~~or Former Address~~number, ifincluding ~~Changed~~area ~~Since Last Report)~~code:

(713) 722-6500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each ~~exchangeon~~exchange on which registered
Common Stock, $0.001 par value	LONE	OTCQX Best Market
Common stock, $0.001 par value	LONE	OTCQX Best Market (1)

(1) The common stock, par value $0.001 per share, of Lonestar Resources US Inc. ceased being traded prior to the opening of the market on October 6, 2021 and will no longer be listed on the OTCQX Best Market.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging ~~growth~~Growth company ☐

If an ~~emerging~~Emerging ~~growth~~Growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.07~~Introductory ~~Submission~~Note ~~of Matters to a Vote of Security Holders~~

On ~~September~~October 85, 2021, Penn Virginia Corporation, a Virginia corporation (“Penn Virginia”), completed its previously announced acquisition of Lonestar Resources US Inc., a Delaware corporation (the “~~Lonestar~~Company”), ~~following~~pursuant ~~the~~to ~~declaration~~that bycertain ~~the~~Agreement ~~U.S.~~and ~~Securities~~Plan ~~and~~of ~~Exchange~~Merger, ~~Commission~~dated onas ~~September~~of July 710, 2021 ~~that~~ (the ~~Registration~~“Merger ~~Statement~~Agreement”), onby ~~Form~~and ~~S-4~~between ~~(No~~Penn Virginia and the Company. ~~333-259017)~~Pursuant (to the ~~“Registration~~Merger ~~Statement”)~~Agreement, ofUpsilon ~~Penn Virginia~~Merger ~~Corporation~~Sub, Inc., a ~~Virginia~~Delaware corporation (“and wholly owned subsidiary of Penn Virginia (“Merger Sub Inc.”), ~~became~~merged ~~effective,~~with ~~received~~and ~~written~~into ~~consents~~the ~~from~~Company ~~stockholders~~(the ~~holding~~“First 8Merger”),~~009,626~~ ~~shares~~with ofthe ~~common~~Company ~~stock,~~continuing ~~$0.001~~as ~~par~~the ~~value~~surviving corporation, ofand, ~~Lonestar~~immediately ~~(“Lonestar~~thereafter, ~~Common~~as ~~Stock”),~~part ~~approving~~of the ~~proposals~~same ~~set~~transaction, ~~forth~~the ~~below.~~Company ~~The~~merged ~~approval~~with ofand ~~the~~into ~~proposals~~Pi byMerger ~~such~~Sub ~~stockholders~~LLC, ~~constitutes~~a ~~approval~~Delaware bylimited aliability ~~majority~~company (~~approximately~~“Pi ~~80%~~Merger Sub”) ofand ~~the~~wholly ~~total~~owned ~~shares~~subsidiary of ~~Lonestar~~Penn ~~Common~~Virginia ~~Stock~~(the ~~issued~~“Second ~~and~~Merger” ~~outstanding~~ and, ~~entitled~~together towith ~~submit~~the ~~written~~First ~~consents~~Merger, asthe of“Integrated ~~September 7~~Mergers”), ~~2021,~~with ~~the~~Pi ~~record~~Merger ~~date~~Sub ~~for~~continuing as the ~~determination~~surviving ofentity (the ~~stockholders~~“Surviving ~~entitled~~Company”). toThe ~~consent~~events described in this Current Report on Form 8-K took place in connection with the ~~consent~~completion ~~solicitation~~of the Integrated Mergers.

AItem ~~summary~~1.02 ofTermination ~~the proposals, which are described more fully in the proxy statement/consent solicitation/prospectus that is part~~ of ~~the~~a ~~Registration~~Material ~~Statement,~~Definitive ~~is set forth below:~~ Agreement.

Proposal 1.		The adoption and approval of the Agreement and Plan of Merger, dated as of July 10, 2021, by and between Penn Virginia and Lonestar, pursuant to which Upsilon Merger Sub Inc., a Delaware corporation (“Merger Sub Inc.”), will merge with and into Lonestar (the “First Merger”), with Lonestar surviving the First Merger as a wholly owned subsidiary of Penn Virginia, and immediately following the First Merger, Lonestar will merge with and into Pi Merger Sub LLC, a Delaware limited liability company (“Merger Sub LLC”) (the “Second Merger” and together with the First Merger, the “Integrated Mergers”), with Merger Sub LLC surviving the Second Merger as a wholly owned subsidiary of Penn Virginia.
Proposal 2.		The adoption of the following resolution, on a non-binding, advisory basis:

Credit Facility

~~“RESOLVED~~In connection with the consummation of the Integrated Mergers, ~~that~~on October 5, 2021, the ~~compensation~~Company, ~~that~~at ~~will~~the ordirection ~~may~~of bePenn ~~made~~Virginia, terminated all outstanding lender commitments, including commitments of the lenders to ~~Lonestar’s~~issue ~~named~~letters ~~executive~~of ~~officers~~credit, inunder ~~connection~~the ~~with~~(i) first-out senior secured revolving credit facility (the ~~Integrated~~“Successor ~~Mergers~~Credit Facility”), and (ii) second-out senior secured term loan credit facility (the ~~agreements~~“Successor orTerm ~~understandings~~Loan ~~pursuant~~Facility” toand, ~~which~~together ~~such~~with ~~compensation~~the ~~will~~Successor orCredit ~~may~~Facility, bethe ~~made~~“Successor Credit Agreements”), indated ~~each~~as ~~case~~of November 30, 2020 (as ~~disclosed~~amended ~~pursuant~~from time to ~~Item 402(t~~time), ofby ~~Regulation~~and ~~S-K~~among ~~under~~the Company, its subsidiary Lonestar Resources America Inc., as borrower, the ~~heading~~guarantors ~~“The~~party ~~Integrated~~thereto, ~~Mergers—Interests~~the oflenders ~~Lonestar’s~~party ~~Directors~~thereto and ~~Executive~~Citibank, ~~Officers~~N.A., inas ~~the~~administrative ~~Integrated~~agent. ~~Mergers”~~In ofconnection with the ~~proxy~~termination ~~statement/consent~~of ~~solicitation~~the ~~statement/prospectus~~Successor Credit Agreements, ~~dated~~on ~~September~~October 75, 2021, ~~which~~all isoutstanding ~~part~~obligations offor principal, interest and fees under the ~~Registration~~Successor ~~Statement~~Credit onAgreements ~~Form~~were ~~S-4~~paid ~~(No.~~off ~~333-259017)~~in full, and all liens securing such obligations and any letter of ~~Penn~~credit ~~Virginia~~or ~~are~~hedging ~~hereby~~obligations ~~APPROVED~~permitted by the Successor Credit Agreements to be secured by such liens and guarantees of such obligations were released.”

Item 8 2.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

~~The~~As ~~completion~~discussed in the Introductory Note, on October 5, 2021, Penn Virginia completed its previously announced acquisition of the ~~Integrated~~Company. ~~Mergers~~At ~~remains~~the ~~subject~~effective totime of the ~~satisfaction~~Merger or(the ~~waiver~~“Effective Time”), each eligible share of ~~customary~~common ~~closing~~stock, ~~conditions~~par value $0.001 ~~The~~per ~~deadline~~share, ~~for~~of ~~submitting~~the aCompany ~~written~~(“Lonestar ~~consent~~Common ~~for~~Stock”) ~~Lonestar~~issued ~~stockholders~~and ~~who~~outstanding ~~have~~and ~~not~~each ~~yet~~Tranche ~~done~~1 soWarrant is(as ~~5:00~~defined ~~p.m.,~~in ~~Central~~the ~~Time~~Merger Agreement), onwas ~~October 4,~~automatically ~~2021,~~converted asinto ~~more~~the right to receive 0.51 fully ~~described~~paid and nonassessable shares of Penn Virginia Common Stock. No fractional shares of Penn Virginia Common Stock were issued in the ~~proxy~~Merger, ~~statement/consent~~and ~~solicitation/prospectus~~holders ~~that~~of isshares ~~part~~of Lonestar Common Stock and Tranche 1 Warrants, instead, received cash in lieu of fractional shares of Penn Virginia Common Stock, if any, as provided in the ~~Registration~~Merger ~~Statement~~Agreement.

*The *issuance *of Penn Virginia Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Penn Virginia’s registration statement on Form S-4, as amended (File No. 333-259017), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2021. The proxy statement/consent solicitation statement/prospectus included in the registration statement contains additional information about the Merger.

~~Additional~~The ~~Information~~foregoing description of the Merger and ~~Where~~the Merger Agreement, and the transactions contemplated thereby, is a summary only, does not purport to ~~Find~~be Itcomplete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.01.

~~This~~Item ~~communication~~3.01 ~~does~~Notice ~~not~~of ~~constitute~~Delisting ~~an offer to sell~~ or ~~the~~Failure ~~solicitation of an offer~~ to ~~buy~~Satisfy ~~any securities or~~ a ~~solicitation~~Continued ofListing ~~any~~Rule ~~vote~~ or ~~approval,~~Standard; ~~nor~~Transfer ~~shall there be any sale~~ of ~~securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction~~Listing.

~~This~~Prior ~~communication~~to isthe ~~being~~completion ~~made~~of inthe ~~respect~~Merger, shares of ~~the~~Lonestar ~~proposed~~Common ~~merger~~Stock ~~between~~were ~~Lonestar~~listed ~~Resources~~and UStraded ~~Inc.~~on the OTCQX Best Market (the “~~Lonestar~~OTCQX”) ~~and~~under ~~Penn~~the ~~Virginia~~trading ~~Corporation~~symbol (“~~Penn Virginia”)~~LONE.” In connection with the ~~proposed~~completion ~~merger,~~of ~~Penn~~the ~~Virginia~~Merger, ~~filed~~the ~~with~~Company notified the ~~U.S.~~OTCQX ~~Securities~~that each eligible and ~~Exchange~~outstanding ~~Commission~~share ~~(the~~of ~~“SEC”)~~Lonestar aCommon ~~Registration~~Stock ~~Statement~~(including oneach ~~Form~~Company ~~S-4~~performance ~~(No.~~stock ~~333-259017~~unit as described below) ~~that~~was ~~includes~~converted ainto ~~proxy~~the ~~statement/consent~~right ~~solicitation~~to ~~statement/prospectus~~receive of0.51 ~~Lonestar~~shares ~~and~~of Penn Virginia, asCommon ~~well~~Stock asand ~~other~~requested ~~relevant~~that ~~documents~~OTCQX ~~regarding~~withdraw the ~~proposed~~listing ~~merger~~of the Lonestar Common Stock. The ~~Registration~~Lonestar ~~Statement~~Common Stock ceased being traded on October 6, as2021, and is no longer listed on OTCQX.

~~amended~~In addition, ~~was~~Pi ~~declared~~Merger ~~effective by the SEC on September 7~~Sub, ~~2021.~~as ~~Lonestar~~successor ~~and~~in ~~Penn~~interest ~~Virginia~~to ~~commenced mailing~~ the ~~definitive~~Company, ~~proxy~~intends ~~statement/consent solicitation statement/prospectus~~ to ~~Lonestar~~file ~~stockholders~~with ~~and~~the ~~Penn~~SEC ~~Virginia shareholders on or about September 7, 2021. This communication is not~~ a ~~substitute~~Form ~~for~~15 ~~the~~requesting ~~Registration~~that ~~Statement,~~ the ~~proxy~~reporting ~~statement/consent~~obligations ~~solicitation statement/prospectus~~ of ~~Lonestar~~the ~~and~~Company ~~Penn Virginia~~under orSections ~~any~~13(a) ~~other~~and ~~document~~15(d) ~~that either or both~~ of ~~Lonestar or Penn Virginia or any of their respective affiliates may file with~~ the ~~SEC~~Exchange orAct ~~make~~be ~~available, respectively, to Lonestar stockholders or Penn Virginia shareholders~~suspended. INVESTORS AND SECURITY HOLDERS OF PENN VIRGINIA AND LONESTAR ARE URGED TO CAREFULLY AND THOROUGHLY READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY PENN VIRGINIA AND LONESTAR WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PENN VIRGINIA AND LONESTAR, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

AItem ~~definitive proxy statement/consent solicitation statement/prospectus has been mailed to shareholders of each of Penn Virginia and Lonestar~~3.03 ~~Investors~~Material ~~will~~Modification ~~be able~~ to ~~obtain~~Rights ~~free copies~~ of ~~the~~Security Registration Statement and the proxy statement/consent solicitation statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Penn Virginia and Lonestar with the SEC through the website maintained by the SEC at wwwHolders.sec.gov. Copies of documents filed with the SEC by Penn Virginia, including the proxy statement/consent solicitation statement/prospectus, will be available free of charge from Penn Virginia’s website at www.pennvirginia.com under the “Investors” tab. Copies of documents filed with the SEC by Lonestar will be available free of charge from Lonestar’s website at www.lonestarresources.com under the “Investor Relations” tab.

~~Participants~~The information set forth in the ~~Solicitation~~Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Penn~~At ~~Virginia, Lonestar and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in~~ the ~~solicitation~~Effective ~~of proxies from Penn Virginia’s shareholders and the solicitation of written consents from Lonestar’s stockholders~~Time, in each ~~case~~eligible ~~with~~share respect to the Proposed Transaction. Information about Penn Virginia’s directors and executive officers is available in Penn Virginia’s Annual Report on Form 10-K for the 2020 fiscal year filed with the SEC on March 9, 2021, and its definitive proxy statement for the 2021 annual meeting of ~~shareholders filed with~~ the ~~SEC on April 7, 2021. Information about~~ Lonestar’s ~~directors~~Common ~~and~~Stock ~~executive~~was ~~officers~~converted isinto ~~available in Lonestar’s Annual Report on Form 10-K for~~ the ~~2020~~right ~~fiscal~~to ~~year,~~receive ~~as amended, filed with the SEC on April 30, 2021~~0.51 ~~Other~~shares ~~information regarding the participants in the solicitations and a description~~ of ~~their~~Penn ~~direct~~Virginia ~~and~~Common indirect interests, by security holdings or otherwise, will be contained in the Registration Statement, the proxy statement/consent solicitation statement/prospectus and other relevant materials to be filed with the SEC regarding the Proposed TransactionStock. Security holders, potential investors and other readers should read the proxy statement/consent solicitation statement/prospectus carefully when it becomes available before making any voting or investment decisions.

NoIn ~~Offer~~addition, in connection with the Merger and pursuant to the Merger Agreement, each outstanding award of Company restricted stock units, whether vested or ~~Solicitation~~unvested, was converted into an award, subject to the same terms and conditions, with the right to receive a number of shares of Penn Virginia Common Stock equal to the product of (i) the number of shares of Lonestar Common Stock subject to such award as of immediately prior to the Effective Time and (ii) the exchange ratio in the Merger, less applicable tax withholdings.

~~This~~Item ~~Current~~5.01 ~~Report~~Changes on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in ~~any~~Control ~~jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws~~ of ~~any such jurisdiction~~Registrant. ~~No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.~~

~~Forward-Looking~~Immediately ~~Statements~~following the First Merger, the Company merged with and into Pi Merger Sub, a wholly owned subsidiary of Penn Virginia. As a result of the consummation of the First Merger, the Company became a wholly owned subsidiary of Penn Virginia.

~~This~~The ~~Current~~information ~~Report~~set onforth ~~Form~~in ~~8-K contains “forward-looking statements” within~~ the ~~meaning~~Introductory ~~of Section 27A of the Securities Act of 1933~~Note, asItem ~~amended~~2.01, ~~and~~Item ~~Section 21E of the Securities Exchange Act of 1934~~3.03, asItem ~~amended~~5.02 ~~All~~and ~~statements,~~Item ~~other~~5.03 ~~than statements~~ of ~~historical fact, included in~~ this Current Report on Form 8-K is ~~that~~incorporated ~~address~~by ~~activities,~~reference ~~events~~into orthis ~~developments~~Item ~~that Penn Virginia or Lonestar expects, believes or anticipates will or may occur in the future are forward-looking statements~~5.01. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow” or the negative of such terms or other variations thereof and

~~words~~Item ~~and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements~~5.02 ~~However,~~Departure ~~the absence~~ of ~~these~~Directors words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, (1) Lonestar’s future production and capital expenditures, its ability to maintain low cost structure, the impact of Gulf Coast pricing, the benefits of its hedge positions and resumption of the drilling program, and its ability to manage leverage and operate within cash flow, and (2) statements regarding the Proposed Transaction with Penn Virginia described herein and as adjusted descriptions of the combined company and its operations, integration, debt levels, acreage, well performance, development plans, per unit costs, ability to maintain production within cash flow, production, cash flows, synergies, type curves, opportunities and anticipated future performance. Information adjusted for the Proposed Transaction should not be considered a forecast of future results. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Current Report on Form 8-K. These include the possibility that shareholders of Penn Virginia may not approve the issuance of new shares of Penn Virginia common stock in the Proposed Transaction or ~~that~~Certain ~~stockholders of Lonestar may not approve the Merger Agreement~~Officers; ~~the~~Election ~~risk that a condition to closing~~ of ~~the Proposed Transaction may not be satisfied, that either party may terminate the Merger Agreement or that the closing of the Proposed Transaction might be delayed or not occur at all~~Directors; ~~potential~~Appointment ~~adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion~~ of ~~the~~Certain ~~Proposed Transaction~~Officers; ~~the~~Compensatory ~~parties~~Arrangements ~~do not receive regulatory approval~~ of ~~the~~Certain Proposed Transaction; the risk that changes in Lonestar’s capital structure and governance, including its status as a controlled company, could have adverse effects on the market value of its securities; the ability of Lonestar to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers and on Lonestar’s operating results and business generally; the risk the Proposed Transaction could distract management from ongoing business operations or cause Lonestar to incur substantial costs; the risk that the expanded acreage footprint does not allow for longer laterals, lower per unit operating expenses, and increased number of wells per pad as expected; the ability of Lonestar to develop drilling locations, which do not represent oil and gas reserves, into production or proved reserves; the risk that Lonestar may be unable to reduce expenses or access financing or liquidity; the risk that Lonestar does not realize expected benefits of its hedges; the impact of the COVID-19 pandemic, any related economic downturn and any related substantial decline in demand for oil and natural gas; the risk of changes in governmental regulations or enforcement practices, especially with respect to environmental, health and safety matters; and other important factors that could cause actual results to differ materially from those projectedOfficers. All such factors are difficult to predict and are beyond Lonestar’s control, including those detailed in Lonestar’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on Lonestar’s website at www.pennvirginia.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based on assumptions that Lonestar believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Lonestar undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

~~SIGNATURE~~In accordance with the terms of the Merger Agreement, Mr. Frank D. Bracken, III, Mr. Eric Long, Mr. Gary D. Packer and Mr. Andrei Verona resigned as directors of the Company effective as of the Effective Time. None of these resignations were a result of any disagreement with the Company, its management or its board of directors. In accordance with the terms of the Merger Agreement, Mr. Richard Burnett was appointed to the board of directors of Penn Virginia, to serve as a director and chairman of the audit committee.

Also effective as of the Effective Time, each officer of the Company ceased his or her respective service as an officer of the Company.

Item 5.03

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Second Merger, the certificate of formation and limited liability company agreement of Pi Merger Sub as in effect immediately prior to the effective time of the Second Merger, as set forth in Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, became the certificate of formation and limited liability company agreement of the Surviving Company.

The foregoing disclosures are subject to and qualified in their entirety by reference to Exhibits 3.1 and 3.2 of this Current Report on Form 8-K, which are incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number		Description

2.1		Agreement and Plan of Merger, by and between Penn Virginia Corporation and Lonestar Resources US Inc., dated July 10, 2021 (incorporated by reference to Exhibit 2.1 to Penn Virginia Corporation’s Current Report on Form 8-K, filed July 13, 2021).

3.1*		Certificate of Formation of Pi Merger Sub LLC, dated June 29, 2021.

3.2*		Amended and Restated Limited Liability Company Agreement of Pi Merger Sub LLC, dated October 5, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LONESTAR RESOURCES US INC.
		PENN VIRGINIA CORPORATION
		(Registrant)
		Member:
Date: September 13, 2021	By:	/s/ Frank D. Bracken, III
		Pi Merger Sub LLC
		(Signature)
		(as successor in interest to Lonestar Resources US Inc.)
	Name:	Frank D. Bracken, III
Date: October 7, 2021
	Title:	Chief Executive Officer
		/s/ Katherine Ryan
		Katherine Ryan Vice President, Chief Legal Counsel and Corporate Secretary

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