0000950170-23-065288.txt : 20231121 0000950170-23-065288.hdr.sgml : 20231121 20231121060526 ACCESSION NUMBER: 0000950170-23-065288 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231117 FILED AS OF DATE: 20231121 DATE AS OF CHANGE: 20231121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEUSCHEN DAVID M CENTRAL INDEX KEY: 0001222726 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424421 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAPEYRE PIERRE F JR CENTRAL INDEX KEY: 0001232151 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424420 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RIVERSTONE HOLDINGS LLC CENTRAL INDEX KEY: 0001247497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424419 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-271-6252 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone Management Group, L.L.C. CENTRAL INDEX KEY: 0001705948 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424422 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCP II F1 GP, L.L.C. CENTRAL INDEX KEY: 0001999273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424418 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 271-6252 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone/Gower Mgmt Co Holdings, L.P. CENTRAL INDEX KEY: 0001706129 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424415 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Riverstone/Gower Mgmt Co Holdings, L.L.C. DATE OF NAME CHANGE: 20170508 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCP Strategic Credit Partners (A) GP, L.L.C. CENTRAL INDEX KEY: 0001999266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424416 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 271-6252 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RCP F1 GP, L.L.C. CENTRAL INDEX KEY: 0001999272 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 231424417 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 271-6252 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vital Energy, Inc. CENTRAL INDEX KEY: 0001528129 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453007926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 521 E. SECOND STREET SOUTH STREET 2: SUITE 1000 CITY: TULSA STATE: OK ZIP: 74120 BUSINESS PHONE: 918-513-4570 MAIL ADDRESS: STREET 1: 521 E. SECOND STREET SOUTH STREET 2: SUITE 1000 CITY: TULSA STATE: OK ZIP: 74120 FORMER COMPANY: FORMER CONFORMED NAME: Laredo Petroleum, Inc. DATE OF NAME CHANGE: 20140102 FORMER COMPANY: FORMER CONFORMED NAME: Laredo Petroleum Holdings, Inc. DATE OF NAME CHANGE: 20110816 4 1 ownership.xml 4 X0508 4 2023-11-17 0001528129 Vital Energy, Inc. VTLE 0001247497 RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001999273 RCP II F1 GP, L.L.C. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001999272 RCP F1 GP, L.L.C. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001999266 RCP Strategic Credit Partners (A) GP, L.L.C. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001706129 Riverstone/Gower Mgmt Co Holdings, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001705948 Riverstone Management Group, L.L.C. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001222726 LEUSCHEN DAVID M C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false 0001232151 LAPEYRE PIERRE F JR C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 false false true false false Forward Sale Contract (obligation to sell) 2023-11-17 4 J true 1000000 A Common Stock 1000000 1000000 I See footnotes On November 17, 2023, each of Riverstone Credit Partners - Direct, L.P. ("Riverstone Credit Partners") and Riverstone Credit Partners II - Direct, L.P. ("Riverstone Credit Partners II" and together with Riverstone Credit Partners, the "Riverstone Sellers") entered into a variable share forward transaction (the "Transactions") with an unaffiliated bank (the "Bank") pursuant to a Master Terms and Conditions for Variable Share Forward Transactions entered into between such Riverstone Seller and the Bank, dated November 17, 2023 (the "Agreement"), relating to up to an aggregate of 1,000,000 shares of common stock of the Issuer ("Common Stock") and obligating the Riverstone Sellers to deliver to the Bank cash to settle the Transactions as further described below. The Riverstone Sellers pledged a volume of shares of Common Stock (the "Pledged Shares") (Continued from footnote 1) equal to the number of shares subject to the Transactions to secure their obligations under the Agreement and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge, subject to certain payments the Riverstone Sellers may need to make to the Bank with respect to dividends under the terms of the Agreement. Under the Agreement, on the relevant settlement date for each of the 30 components, which have valuation dates beginning June 3, 2024 and ending June 24, 2024, the amount of cash to be delivered to the Bank is to be determined as follows: (a) if the volume weighted average price per share of Common Stock on the relevant valuation date (the "Settlement Price") is less than or equal to a floor price equal to 90.00% of the volume weighted average price per share of Common Stock at which the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), (Continued from footnote 2) the Bank will deliver to the Riverstone Sellers an amount of cash equal to the Settlement Price minus the Floor Price, multiplied by the number of shares subject to the component; (b) if the Settlement Price is greater than the Floor Price but less than or equal to a cap price equal to 112.50% of the volume weighted average price per Common Stock at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), no payment of cash will be made by either party; and (c) if the Settlement Price is greater than the Cap Price, the Riverstone Sellers will deliver to the Bank an amount of cash equal to the Settlement Price minus the Cap Price, multiplied by the number of shares subject to the component. RCP II F1 GP, L.L.C. is the sole general partner of RCP II F2 GP, L.P., which is the sole general partner of Riverstone Credit Partners II. RCP F1 GP, L.L.C. is the sole general partner of RCP F2 GP, L.P., which is the sole general partner of Riverstone Credit Partners. RCP Strategic Credit Partners (A) GP, L.L.C. is the sole general partner of RCP Strategic Credit Partners (A-2) GP, L.P., which is the is the sole general partner of Riverstone Strategic Credit Partners A-2 AIV, L.P. ("Riverstone Strategic Credit Partners"). Riverstone Maple Investor, LLC ("Maple Investor") is managed by Riverstone Credit Partners II, Riverstone Credit Partners and Riverstone Strategic Credit Partners, and Maple Investor is the sole member of Maple Energy Holdings, LLC ("Maple"). David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management") (Continued from footnote 4) and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management, which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings LLC, which is the sole member of RCP II F1 GP, L.L.C., RCP F1 GP, L.L.C. and RCP Strategic Credit Partners (A) GP, L.L.C. As a result of these relationships, each of these entities and individuals may be deemed to have or share beneficial ownership of the securities held of record by Maple, and each of these entities and individuals (other than Maple Investor and Maple) may be deemed to have or share beneficial ownership of the securities held of record by Riverstone Credit Partners II, Riverstone Credit Partners and Riverstone Strategic Credit Partners. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. Due to limitations of the electronic filing system, each of Maple Energy Holdings, LLC, Riverstone Maple Investor, LLC, Riverstone Credit Partners II - Direct, L.P., Riverstone Credit Partners - Direct, L.P., Riverstone Strategic Credit Partners A-2 AIV, L.P., RCP II F2 GP, L.P., RCP F2 GP, L.P. and RCP Strategic Credit Partners (A-2) GP, L.P. are filing a separate Form 4. Riverstone Holdings LLC, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 RCP II F1 GP, L.L.C., By: Riverstone Holdings LLC, its sole member, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 RCP F1 GP, L.L.C., By: Riverstone Holdings LLC, its sole member, By: /s/ Christopher Abbate, Authorized Person 2023-11-21 RCP Strategic Credit Partners (A) GP, L.L.C., By: /s/ Christopher Abbate, Authorized Person 2023-11-21 Riverstone/Gower Mgmt Co Holdings, L.P., By: Riverstone Management Group, L.L.C., its general partner, By: /s/ Pierre F. Lapeyre, Jr., Managing Director 2023-11-21 Riverstone Management Group, L.L.C., By: /s/ Pierre F. Lapeyre, Jr., Managing Director 2023-11-21 /s/ David M. Leuschen 2023-11-21 /s/ Pierre F. Lapeyre, Jr. 2023-11-21