3//SEC Filing
DEVON ENERGY CORP/DE 3
Accession 0001193125-25-206476
$DVNCIK 0002064947operating
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 6:34 PM ET
Size
9.3 KB
Accession
0001193125-25-206476
Insider Transaction Report
Form 3
WPX ENERGY, INC.
10% Owner
Holdings
- (indirect: See Footnote)
WBI Operating LLC Units
→ Class A Shares (17,757,225 underlying) - 17,757,225(indirect: See Footnote)
Class B Shares
DEVON ENERGY CORP/DE
10% Owner
Holdings
- 17,757,225(indirect: See Footnote)
Class B Shares
- (indirect: See Footnote)
WBI Operating LLC Units
→ Class A Shares (17,757,225 underlying)
Footnotes (3)
- [F1]In connection with the closing of the initial public offering (the "IPO") of the Class A shares representing limited liability company interests in WaterBridge Infrastructure LLC, a Delaware limited liability company (the "Company" and such shares, "Class A shares"), and pursuant to certain reorganizational transactions, Devon WB Holdco L.L.C. ("Devon Holdco") will (i) make a capital contribution to the Company in exchange for 17,757,225 Class B shares of the Company representing limited liability company interests ("Class B Shares") and (ii) receive 17,757,225 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units").
- [F2]Represents securities directly held by Devon Holdco, which is an indirect wholly-owned subsidiary of Devon Energy Corporation ("Devon"). Devon is a public company and owns 100% of the outstanding common stock of WPX Energy, Inc. ("WPX"). WPX owns 100% of the limited liability company interests of WPX Energy Permian, LLC ("WPX Permian"). WPX Permian owns 100% of the limited liability company interests of Devon Holdco. Each of Devon, WPX and WPX Permian disclaims beneficial ownership of the securities owned by Devon Holdco in excess of their respective pecuniary interest therein.
- [F3]Each Class B share has no economic rights but entitles its holder to one vote on all matters to be voted on by the shareholders of the Company generally. At the request of a holder, each OpCo Unit may be redeemed (along with the cancellation of a corresponding Class B share) for, subject to certain restrictions in the OpCo limited liability company agreement (the "OpCo LLCA"), newly issued Class A shares on a one-for-one basis or for a cash payment to be determined pursuant to the OpCo LLCA for each OpCo Unit redeemed. The OpCo Units do not expire.
Documents
Issuer
WaterBridge Infrastructure LLC
CIK 0002064947
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001090012
Filing Metadata
- Form type
- 3
- Filed
- Sep 16, 8:00 PM ET
- Accepted
- Sep 17, 6:34 PM ET
- Size
- 9.3 KB