SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WARD TOM L. (Last) (First) (Middle) 14201 WIRELESS WAY, SUITE 300 (Street) OKLAHOMA CITY OK 73134 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MACH NATURAL RESOURCES LP [ MNR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) X Other (specify below) See Remarks See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 10/27/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Units	10/27/2023		D(1)		583,165	D	$17.67	13,218,411	I	Held by Tom L. Ward 1992 Revocable Trust(2)
Common Units	10/27/2023		D(1)		18,578	D	$17.67	421,100	I	Held by Mach Resources LLC(3)
Common Units	10/27/2023		A		110,526(4)	A	$0.00	13,750,037	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 27, 2023, the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of common units to purchase common units from certain of the Issuer's pre-IPO unitholders, including the Reporting Person, at a price of $17.67 per unit (such price per unit being the price that the Issuer received from the underwriters in the IPO, net of the underwriting discounts and commissions).

2. The Reporting Person is the Trustee of the Tom L. Ward 1992 Revocable Trust (the "Trust"). By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by the Trust, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. The Reporting Person exercises control over Mach Resources LLC ("Mach Resources"). Mach Resources is owned 50.5% by Tom L. Ward through the Trust and 49.5% by WCT Resources LLC which is owned by certain trusts affiliated with Mr. Ward for which an employee of Mach Resources is trustee. By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by Mach Resources, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

4. The reported securities represent phantom units. Each phantom unit represents the contingent right to receive one common unit of the Issuer upon vesting. The phantom units will vest in three equal installments on each of the first three anniversaries of the grant date, subject in each case to the continued service through such dates.

Remarks:

The Reporting Person is Chief Executive Officer of Mach Natural Resources GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

	/s/ Michael E. Reel, as attorney-in-fact for the Reporting Person	10/31/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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