Downs Michael J 4

What Happened

• Michael J. Downs, Chief Operating Officer of WhiteHawk Minerals (WHK), received equity awards/acquisitions and had a small disposition tied to the company’s IPO. The filing lists acquisitions of 100 shares on 2026-03-02 and 14,369 shares on 2026-06-08 (prices marked N/A), and a disposition of 100 shares to the issuer on 2026-06-10 (price N/A). The filing’s footnotes indicate some earlier holdings were Series D Preferred purchased at $1,000 per share and later redeemed in connection with the IPO for the stated value plus accrued dividends and other amounts to satisfy a Minimum Return.

Key Details

• Transaction dates: 2026-03-02 (acquisition, pre-registration), 2026-06-08 (acquisition/award of 14,369 shares), 2026-06-10 (disposition of 100 shares to issuer).
• Prices: All reported as N/A on the Form 4 lines; footnote states Series D Preferred were acquired at $1,000/share and subsequently redeemed at $1,000/share plus $5,621.92 in accrued dividends and additional amounts to reach the Minimum Return.
• Shares owned after transaction: Not specified in the filing.
• Notable footnotes:
  • F1: 3/2 transaction occurred prior to issuer’s Section 12 registration and is reported under Rule 16a-2(a).
  • F2/F5: Series D Preferred were acquired for $1,000 each and redeemed at IPO for $1,000 plus accrued dividends/additional amounts.
  • F4: Some acquisitions reflect conversion to Class A common stock pursuant to a company reorganization.
  • F3: Some securities are held by PhiCap Advisors, LLC; Downs may share beneficial ownership via shared voting/investment power but disclaims ownership except to the extent of pecuniary interest.
• Timeliness: Form filed 2026-06-12 covering a March 2, 2026 transaction — the report appears to have been filed late.

Context

• These entries include awards/acquisitions and an issuer disposition tied to the company’s IPO and reorganization. The redemption of Series D Preferred is a cash-out event (redeemed for stated value plus accrued/dividend adjustments), while other entries reflect conversion/awards of Class A common stock. The filing does not state total holdings after these transactions; no 10b5-1 plan or tax-withholding mechanics are indicated in the reported footnotes.