4//SEC Filing
Five Point Energy Fund III AIV-VIII LP 4
Accession 0001193125-25-291209
CIK 0001995807other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 2:58 PM ET
Size
17.4 KB
Accession
0001193125-25-291209
Insider Transaction Report
Form 4
Five Point Energy Fund II AIV-VII LP
Director10% Owner
Transactions
- Other
Class B shares
2025-11-18−2,500,000→ 48,593,505 total(indirect: See Footnotes) - Sale
Class A shares
2025-11-18$70.00/sh−2,500,000$175,000,000→ 0 total(indirect: See Footnotes) - Conversion
Class A shares
2025-11-18+2,500,000→ 2,500,000 total(indirect: See Footnotes) - Conversion
DBR Land Holdings LLC Units
2025-11-18−2,500,000→ 48,593,505 total(indirect: See Footnotes)→ Class A Shares (2,500,000 underlying)
Five Point Energy Fund III AIV-VIII LP
Director10% Owner
Transactions
- Conversion
Class A shares
2025-11-18+2,500,000→ 2,500,000 total(indirect: See Footnotes) - Other
Class B shares
2025-11-18−2,500,000→ 48,593,505 total(indirect: See Footnotes) - Sale
Class A shares
2025-11-18$70.00/sh−2,500,000$175,000,000→ 0 total(indirect: See Footnotes) - Conversion
DBR Land Holdings LLC Units
2025-11-18−2,500,000→ 48,593,505 total(indirect: See Footnotes)→ Class A Shares (2,500,000 underlying)
Footnotes (5)
- [F1]Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. Class B Shares do not represent economic interests in the Issuer.
- [F2]In connection with an underwritten public offering by LandBridge Holdings LLC ("LandBridge Holdings") on November 18, 2025, LandBridge Holdings (i) redeemed 2,500,000 OpCo Units (together with the cancellation of 2,500,000 Class B Shares) for 2,500,000 Class A Shares and (ii) sold 2,500,000 Class A Shares at a price per share of $70.00. This amount represents the price to the underwriter. The underwriter may offer the Class A shares from time to time in one or more transactions on the NYSE, the NYSE Texas, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
- [F3]Reflects the cancellation of 28,004 OpCo Units and 119,987 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) held by LandBridge Holdings on June 9, 2025 and September 8, 2025, respectively, in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended June 30, 2025 and September 30, 2025, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date.
- [F4]LandBridge Holdings is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own 97.4% of the capital interests of LandBridge Holdings and have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III.
- [F5](Continued from footnote 4) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. As a result of the foregoing, Mr. Capobianco may exercise voting and dispositive power over the Class B Shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.
Documents
Issuer
LandBridge Co LLC
CIK 0001995807
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002028439
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 2:58 PM ET
- Size
- 17.4 KB