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Home/Filings/3/0001193125-25-206444
3//SEC Filing

Five Point Energy GP III LP 3

Accession 0001193125-25-206444

CIK 0002064947other
View on SEC.govCompany Profile

Filed

Sep 16, 8:00 PM ET

Accepted

Sep 17, 5:59 PM ET

Size

23.3 KB

Accession

0001193125-25-206444

Insider Transaction Report

Form 3
Period: 2025-09-17
WaterBridge Infrastructure LLCWBI
WBR Holdings LLC
10% Owner
Holdings

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)
Five Point Energy GP I LP
10% Owner
Holdings

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)
Five Point Energy GP I LLC
10% Owner
Holdings

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)
Five Point Energy GP II LP
10% Owner
Holdings

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)
Five Point Energy GP II LLC
10% Owner
Holdings

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925
Five Point Energy GP III LLC
10% Owner
Holdings

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)
Five Point Energy GP III LP
10% Owner
Holdings

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)
NDB Holdings LLC
10% Owner
Holdings

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)
Desert Environmental Holdings LLC
10% Owner
Holdings

  • OpCo Units

    (indirect: See Footnotes)
    → Class A Shares (58,682,925 underlying)

  • Class A Shares

    (indirect: See Footnotes)
    3,411,735

  • Class B Shares

    (indirect: See Footnotes)
    58,682,925
Footnotes (5)
  • [F1]Includes (i) 3,411,735 Class A Shares and 11,063,925 Class B Shares held of record by WBR Holdings LLC ("WBR Holdings"), (ii) 41,425,200 Class B Shares held of record by NDB Holdings LLC ("NDB Holdings") and (iii) 6,193,800 Class B Shares held of record by Desert Environmental Holdings LLC ("Desert Holdings").
  • [F2]WaterBridge Resources LLC is the managing member of WBR Holdings and is controlled by a board of managers consisting of four members. Funds controlled by Five Point Energy GP I LP ("GP I") indirectly beneficially own a majority of the capital interests in WaterBridge Resources LLC and have a right to appoint a majority of the members of the board of managers. Five Point Energy GP I LLC ("GP I LLC") is the sole general partner of GP I, and David N. Capobianco is the sole member of GP I LLC. As a result, each of WaterBridge Resources LLC, GP I, GP I LLC and Mr. Capobianco may be deemed to beneficially own the securities held by WBR Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.
  • [F3]WaterBridge NDB LLC is the managing member of NDB Holdings and is controlled by a board of managers consisting of four members. Funds controlled by Five Point Energy GP II LP ("GP II") and Five Point Energy GP III LP ("GP III") indirectly beneficially own a majority of the capital interests in NDB Holdings and have a right to appoint a majority of the members of the board of managers. Five Point Energy GP II LLC ("GP II LLC") is the sole general partner of GP II and Five Point Energy GP III LLC ("GP III LLC") is the sole general partner of GP III. David N. Capobianco is the sole member of each of GP II LLC and GP III LLC. As a result, each of GP II, GP III, GP II LLC, GP III LLC and Mr. Capobianco may be deemed to beneficially own the securities held by NDB Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.
  • [F4]Desert Holdings is controlled by a board of managers consisting of four members. Funds controlled by GP III indirectly beneficially own a majority of the capital interests in Desert Holdings and have a right to appoint a majority of the members of the board of managers of Desert Holdings. As a result, each of GP III, GP III LLC and Mr. Capobianco may be deemed to beneficially own the securities held by Desert Holdings. Each such entity and individual disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any.
  • [F5]Each OpCo Unit may be redeemed at the request of the holder for either Class A Shares on a one-to-one basis or for a cash payment, as determined by the OpCo LLC Agreement. Upon redemption of OpCo Units, an equal number of Class B Shares will be canceled. The OpCo Units do not expire.

Documents

1 file

Issuer

WaterBridge Infrastructure LLC

CIK 0002064947

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0002028366

Filing Metadata

Form type
3
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 5:59 PM ET
Size
23.3 KB
View on SEC.gov