0001140361-21-026212.txt : 20210730
0001140361-21-026212.hdr.sgml : 20210730
20210730140121
ACCESSION NUMBER: 0001140361-21-026212
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210728
FILED AS OF DATE: 20210730
DATE AS OF CHANGE: 20210730
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Yorktown IX Associates LLC
CENTRAL INDEX KEY: 0001526187
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 211131730
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 VIII Associates LLC
CENTRAL INDEX KEY: 0001473117
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 211131732
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 IX, L.P.
CENTRAL INDEX KEY: 0001503466
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 211131731
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212.515.2115
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 X Associates LLC
CENTRAL INDEX KEY: 0001687161
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 211131728
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: 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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 211131733
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 Energy Partners X, L.P.
CENTRAL INDEX KEY: 0001577919
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15555
FILM NUMBER: 211131729
BUSINESS ADDRESS:
STREET 1: 410 PARK AVENUE
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-515-2115
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: 0930
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
4
1
form4.xml
FORM 4
X0306
4
2021-07-28
0001001614
Riley Exploration Permian, Inc.
REPX
0001535718
Riley Exploration Group, LLC
29 EAST RENO AVE., SUITE 500
OKLAHOMA CITY
OK
73104
true
0001473117
Yorktown VIII Associates LLC
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022-4407
true
0001503466
Yorktown Energy Partners IX, L.P.
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022-4407
true
0001526187
Yorktown IX Associates LLC
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022-4407
true
0001577919
Yorktown Energy Partners X, L.P.
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022-4407
true
0001687161
Yorktown X Associates LLC
410 PARK AVENUE
20TH FLOOR
NEW YORK
NY
10022-4407
true
Common Stock, par value $0.001 per share
2021-07-28
4
J
0
390860
40.89
D
4286550
D
Common Stock, par value $0.001 per share
2021-07-28
4
C
0
390860
40.89
A
4677410
D
Exchangeable Promissory Note
40.89
2021-07-28
4
C
0
5755202.42
0
D
2021-07-28
Common Stock
390860
0
D
Riley Exploration Group, LLC ("REG") and Yorktown Energy Partners X, L.P. ("Yorktown X") are parties to a Second Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of July 22, 2021, 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, the Note is exchangeable for Common Stock of the Issuer. On July 28, 2021, Yorktown X elected to exchange the Note. See footnote 2 for the nature of the beneficial ownership of the reporting persons.
Includes 390,860 shares owned directly by Yorktown X and 4,286,550 shares owned directly by REG following exchange of the Note. 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 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.
(continuation of footnote 2) Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP, the sole general partner of Yorktown VIII. 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.
This Form 4 is the second of two filings by Riley Exploration Group, LLC. Yorktown Energy Partners IV, L.P., Yorktown IV Company LLC, Yorktown Energy Partners V, L.P., Yorktown V Company LLC, Yorktown Energy Partners VI, L.P., Yorktown VI Associates LLC, Yorktown Energy Partners VII, L.P., Yorktown VII Associates LLC, and Yorktown Energy Partners VIII, L.P. (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 4.
/s/ Bryan H. Lawrence, Manager of Riley Exploration Group, LLC Yorktown VIII Associates LLC
2021-07-30
/s/ Bryan H. Lawrence, Managing Member Yorktown Energy Partners IX, L.P., By: Yorktown IX Company LP, its general partner, By: Yorktown IX Associates LLC, its general partner,
2021-07-30
/s/ Bryan H. Lawrence, Managing Member Yorktown IX Associates LLC
2021-07-30
/s/ Bryan H. Lawrence, Managing Member Yorktown Energy Partners X, L.P., By: Yorktown X Company LP, its general partner, By: Yorktown X Associates LLC, its general partner,
2021-07-30
/s/ Bryan H. Lawrence, Managing Member Yorktown X Associates LLC
2021-07-30
/s/ Bryan H. Lawrence, Managing Member
2021-07-30