0001140361-21-006778.txt : 20210301
0001140361-21-006778.hdr.sgml : 20210301
20210301214553
ACCESSION NUMBER: 0001140361-21-006778
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210226
FILED AS OF DATE: 20210301
DATE AS OF CHANGE: 20210301
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown Energy Partners VI LP
CENTRAL INDEX KEY: 0001347504
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701069
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-515-2112
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: YORKTOWN ENERGY PARTNERS IV LP
CENTRAL INDEX KEY: 0001210404
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701073
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022-4407
BUSINESS PHONE: 2125152100
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: YORKTOWN ENERGY PARTNERS V LP
CENTRAL INDEX KEY: 0001210407
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701071
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2125152100
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown IV CO LLC
CENTRAL INDEX KEY: 0001302151
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701072
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-515-1221
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown V CO LLC
CENTRAL INDEX KEY: 0001302152
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701070
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-515-1221
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Riley Exploration Group, LLC
CENTRAL INDEX KEY: 0001535718
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701074
BUSINESS ADDRESS:
STREET 1: 2008 NORTH COUNCIL AVE
CITY: BLANCHARD
STATE: OK
ZIP: 73010
BUSINESS PHONE: 405-485-8200
MAIL ADDRESS:
STREET 1: 2008 NORTH COUNCIL AVE
CITY: BLANCHARD
STATE: OK
ZIP: 73010
FORMER NAME:
FORMER CONFORMED NAME: Riley Exploration Group, Inc.
DATE OF NAME CHANGE: 20160203
FORMER NAME:
FORMER CONFORMED NAME: Cinco Resources, Inc.
DATE OF NAME CHANGE: 20111128
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown VI Associates LLC
CENTRAL INDEX KEY: 0001347608
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701068
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-515-2100
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown Energy Partners VII, L.P.
CENTRAL INDEX KEY: 0001423080
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701067
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-515-2112
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown VII Associates LLC
CENTRAL INDEX KEY: 0001423201
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701066
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-515-2112
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown Energy Partners VIII, L.P.
CENTRAL INDEX KEY: 0001473116
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 21701065
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 515-2100
MAIL ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Riley Exploration Permian, Inc.
CENTRAL INDEX KEY: 0001001614
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 870267438
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 29 E. RENO AVENUE
STREET 2: SUITE 500
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73104
BUSINESS PHONE: 405-415-8699
MAIL ADDRESS:
STREET 1: 29 E. RENO AVENUE
STREET 2: SUITE 500
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73104
FORMER COMPANY:
FORMER CONFORMED NAME: TENGASCO INC
DATE OF NAME CHANGE: 19960612
3
1
form3.xml
FORM 3
X0206
3
2021-02-26
0
0001001614
Riley Exploration Permian, Inc.
REPX
0001535718
Riley Exploration Group, LLC
29 EAST RENO AVE., SUITE 500
OKLAHOMA CITY
OK
73104
true
0001210404
YORKTOWN ENERGY PARTNERS IV LP
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001302151
Yorktown IV CO LLC
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001210407
YORKTOWN ENERGY PARTNERS V LP
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001302152
Yorktown V CO LLC
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001347504
Yorktown Energy Partners VI LP
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001347608
Yorktown VI Associates LLC
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001423080
Yorktown Energy Partners VII, L.P.
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001423201
Yorktown VII Associates LLC
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
0001473116
Yorktown Energy Partners VIII, L.P.
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022
true
Common Stock, par value $0.001 per share
4677410
D
Exchangeable Promissory Note
14.72
2021-02-26
Common Stock
443599
D
Each reporting person disclaims beneficial ownership of these securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for Section 16 or any other purpose. In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 21, 2020, by and among Tengasco, Inc. ("TGC"), Antman Sub, LLC, a wholly-owned subsidiary of TGC ("Merger Sub"), and Riley Exploration - Permian, LLC ("REP"), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, pursuant to which Merger Sub merged with and into REP with REP continuing as the surviving entity in the merger (the "Merger") and a wholly-owned subsidiary of TGC (which changed its name to "Riley Exploration Permian, Inc.", the "Issuer"), these shares were received in exchange for common units of REP.
The share amounts of the Issuer's common stock reported reflect the 1-for-12 reverse stock split of the Issuer's common stock effected on February 26, 2021 immediately prior to the completion of the Merger.
These shares are owned directly by Riley Exploration Group, LLC ("REG"). Yorktown Energy Partners IV, L.P. ("Yorktown IV"), Yorktown Energy Partners V, L.P. ("Yorktown V"), Yorktown Energy Partners VI, L.P. ("Yorktown VI"), Yorktown Energy Partners VII, L.P. ("Yorktown VII"), Yorktown Energy Partners VIII, L.P. ("Yorktown VIII"), Yorktown Energy Partners IX, L.P. ("Yorktown IX") and Yorktown Energy Partners X, L.P. ("Yorktown X") collectively own approximately 94% of REG. Yorktown IV Company LLC is the sole general partner of Yorktown IV. Yorktown V Company LLC is the sole general partner of Yorktown V. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP, the sole general partner of Yorktown VI. Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP, the sole general partner of Yorktown VII. Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP, the sole general partner of Yorktown VIII.
(continuation of footnote 3) Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP,
the sole general partner of Yorktown IX. Yorktown X Associates LLC is the sole general partner of Yorktown X
Company LP, the sole general partner of Yorktown X.
REG and Yorktown X are parties to an Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of December 31, 2020, whereby REG promises to pay to Yorktown X a principal sum plus interest. Interest accrues at a rate of fifteen percent (15.00%) per annum. There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice. REG can prepay the Note at any time. Pursuant to the terms of the Note, following the consummation of the Merger, Yorktown X can elect to receive shares of Common Stock of the Issuer held by REG in exchange for cancellation of the Note. The reported number of shares and the exercise price are based on an exchange on March 1, 2021.
The Note is held directly by Yorktown X. Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X
This Form 3 is the first of two filings by Riley Exploration Group, LLC. Yorktown VIII Associates LLC, Yorktown Energy Partners IX, L.P., Yorktown IX Associates LLC, Yorktown Energy Partners X, L.P., and Yorktown X Associates LLC (the "Other Filers") are also reporting persons. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Other Filers have filed a separate Form 3 that relates to the same securities reported herein. Thus, in total, there are 15 joint filers: the Other Filers and each person that is a signatory to this Form 3.
/s/ Corey N. Riley, President of Riley Exploration Group, LLC
2021-03-01
Yorktown Energy Partners IV, L.P., By: Yorktown IV Company LLC, its general partner
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown IV Company LLC
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown Energy Partners V, L.P., By: Yorktown V Company LLC, its general partner
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown V Company LLC
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown Energy Partners VI, L.P., By: Yorktown VI Company LP, its general partner, By: Yorktown VI Associates LLC, its general partner,
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown VI Associates LLC
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown Energy Partners VII, L.P., By: Yorktown VII Company LP, its general partner, By: Yorktown VII Associates LLC, its general partner,
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown VII Associates LLC
/s/ Bryan H. Lawrence, Managing Member
2021-03-01
Yorktown Energy Partners VIII, L.P., By: Yorktown VIII Company LP, its general partner, By: Yorktown VIII Associates LLC, its general partner,
/s/ Bryan H. Lawrence, Managing Member
2021-03-01