| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Riley Exploration Permian, Inc. [ REPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/02/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Stock | 02/26/2021 | J(1) | 1,768,702(2) | A | $29.64(3) | 1,768,702 | D | |||
| Common Stock | 02/26/2021 | J(1) | 1,768,702(4) | A | $29.64(3) | 1,768,702 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On February 26, 2021, a wholly-owned subsidiary of Tengasco, Inc. merged with and into Riley Exploration - Permian, LLC ("REP"), with REP surviving the merger as a wholly-owned subsidiary of Tengasco, Inc. ("TGC") (the "Merger"). Upon consummation of the Merger, each common unit of REP was converted into the right to receive 97.796467 shares of TGC common stock. Following completion of the Merger, TGC effected a reverse stock split of its common stock in a ratio of one-for-twelve (the "Reverse Split"). Following completion of the Merger, TGC was renamed Riley Exploration Permian, Inc. (the "Issuer"). Each Reporting Person was a beneficial owner of shares of REP prior to the Merger and acquired the shares of common stock of the Issuer described in Table I in connection with the Merger. |
| 2. These shares are owned directly by Boomer Petroleum, LLC, of which 50% is owned by Balmon California, Inc., which is a wholly owned subsidiary of Balcal Holdings Ltd., which is a wholly owned subsidiary of Balmon Investments Ltd., which is wholly owned by Alvin Libin. Balmon California, Inc., Balcal Holdings Ltd., Balmon Investments Ltd. and Alvin Libin are indirect beneficial owners of the reported securities. |
| 3. The $29.64 price was calculated by multiplying $2.47, which was the closing price of the common stock of TGC on February 26, 2021, by twelve, which is the number of shares that each TGC shareholder received per share in connection with the Reverse Split. |
| 4. These shares are owned directly by Boomer Petroleum, LLC, of which 50% is owned by Texel Resources Inc., which is a wholly owned subsidiary of Tokay Capital Corp., which is wholly owned by the Estate of Antonie VandenBrink. Texel Resources Inc., Tokay Capital Corp. and the Estate of Antonie VandenBrink are indirect beneficial owners of the reported securities. All of the Reporting Persons are a "group" for purposes of Section 13(d) of the Exchange Act. |
| /s/ James Duffy, Authorized Signatory | 03/11/2021 | |
| /s/ Sandra VandenBrink, Authorized Signatory | 03/11/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||