0000899243-21-047437.txt : 20211208 0000899243-21-047437.hdr.sgml : 20211208 20211208212234 ACCESSION NUMBER: 0000899243-21-047437 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211207 FILED AS OF DATE: 20211208 DATE AS OF CHANGE: 20211208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOFF JOHN C CENTRAL INDEX KEY: 0001040463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211480108 MAIL ADDRESS: STREET 1: 500 COMMERCE STREET CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goff Family Investments, LP CENTRAL INDEX KEY: 0001813596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41132 FILM NUMBER: 211480107 BUSINESS ADDRESS: STREET 1: 500 COMMERCE STREET STREET 2: SUITE 700 CITY: FORT WORTH STATE: TX ZIP: 76102-5478 BUSINESS PHONE: 817-509-3964 MAIL ADDRESS: STREET 1: 500 COMMERCE STREET STREET 2: SUITE 700 CITY: FORT WORTH STATE: TX ZIP: 76102-5478 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Crescent Energy Co CENTRAL INDEX KEY: 0001866175 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 481-7782 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET STREET 2: SUITE 7200 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: IE PubCo Inc. DATE OF NAME CHANGE: 20210607 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-07 0 0001866175 Crescent Energy Co CRGY 0001040463 GOFF JOHN C 500 COMMERCE STREET SUITE 700 FORT WORTH TX 76102 1 0 0 0 0001813596 Goff Family Investments, LP 500 COMMERCE STREET SUITE 700 FORT WORTH TX 76102 0 0 0 1 John C. Goff, beneficial owner Common Stock 2021-12-07 4 A 0 2028804 0.00 A 2028804 I See footnote Common Stock 2021-12-07 4 A 0 1747221 0.00 A 1747221 I See footnote Common Stock 2021-12-07 4 A 0 2413523 0.00 A 2413523 I See footnote Common Stock 2021-12-07 4 A 0 714357 0.00 A 714357 D Common Stock 2021-12-07 4 A 0 605332 0.00 A 605332 I See footnote Common Stock 2021-12-07 4 A 0 74578 0.00 A 74578 I See footnote Common Stock 2021-12-07 4 A 0 607741 0.00 A 607741 I See footnote Common Stock 2021-12-07 4 A 0 953663 0.00 A 953663 I See footnote Common Stock 2021-12-07 4 A 0 489058 0.00 A 489058 I See footnote Common Stock 2021-12-07 4 A 0 52391 0.00 A 52391 I See footnote Contango, Independence Energy, LLC, IE Pubco Inc. ("New Pubco"), IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub"), are parties to the Transaction Agreement, dated as of June 7, 2021, pursuant to which, among other things, C Merger Sub merged with and into Contango with Contango as the surviving entity (the "Merger"), immediately following the Merger, Contango merged with and into L Merger Sub, with L Merger Sub, a direct wholly owned subsidiary of New PubCo, as the surviving entity. At the effective time of the Merger, each share of Contango common stock, par value $0.04 per share, outstanding immediately prior to the Merger was converted automatically into the right to receive 0.2000 shares of New PubCo Class A Common Stock. The shares of Crescent Energy Company (the "Issuer") common stock ("Common Stock") are held directly by Goff MCF Partners, LP ("Goff MCF"). GFS Contango GP, LLC ("GFS Contango") is the general partner of Goff MCF, and, as such, it may be deemed to beneficially own the securities held by Goff MCF. GFS Management, LLC ("GFS Management") is the managing member of GFS Contango and, as such, it may be deemed to beneficially own the securities held by GFS Contango. Goff Focused Strategies LLC ("GFS") is the managing member of GFS Management and, as such, it may be deemed to beneficially own the securities held by GFS Management. GFT Strategies, LLC ("GFT") is the controlling equity holder of GFS and, as such, it may be deemed to beneficially own the securities held by GFS. (continued from footnote 2) The John C. Goff 2010 Family Trust (the "Trust") is the managing member of GFT and, as such, it may be deemed to beneficially own the securities held by GFT. John C. Goff is the trustee of the Trust and, as such, he may be deemed to beneficially own the securities held by the Trust. Mr. Goff disclaims beneficial ownership of the Common Stock held by Goff MCF, except to the extent of his pecuniary interest therein. The Common Stock is held directly by JCG 2016 Holdings, LP ("Holdings"). JCG 2016 Management, LLC ("Holdings GP") is the general partner of Holdings, the Trust is the controlling equity holder of Holdings GP, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. The Common Stock is held directly by the Trust. John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. The Common Stock is held in an IRA account for the benefit of John C. Goff. The Common Stock is held directly by Goff Family Investments, LP ("Goff Investments"). Goff Capital, Inc. ("Goff Capital") is the general partner of Goff Investments, the Trust is the controlling equity holder of Goff Capital, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. The Common Stock is held directly by Kulik Partners, LP ("Kulik"). Kulik GP, LLC ("Kulik GP") is the general partner of Kulik, and John C. Goff is a manager of Kulik GP. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. The Common Stock is held directly by Goff MCEP Holdings, LLC ("Goff MCEP"). Goff Capital is the manager of Goff MCEP, the Trust is the controlling equity holder of Goff Capital, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. The Common Stock is held directly by Goff MCEP II, LP ("MCEP II"). GFS MCEP GP, LLC ("GFS MCEP") is the general partner of MCEP II. GFS Management is the managing member of GFS MCEP, GFS is the managing member of GFS Management, GFT is the controlling equity holder of GFS, the Trust is the managing member of GFT, and John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. The Common Stock is held directly by Goff Focused Energy Strategies, LP ("Goff Energy"). GFS Energy GP, LLC ("GFS Energy") is the general partner of Goff Energy. GFS Management is the managing member of GFS Energy, GFS is the managing member of GFS Management, GFT is the controlling equity holder of GFS, the Trust is the managing member of GFT, and John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. The Common Stock is held directly by the Goff Family Foundation ("GFF"). John C. Goff is the sole board member of GFF. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. /s/ John C. Goff 2021-12-08 /s/ Goff Family Investments, LP 2021-12-08