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