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