| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LandBridge Co LLC [ LB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
| Class B shares(1) | 05/23/2025 | J(1)(2) | 1,900,000 | D | $0(1) | 51,241,496(3) | D(4)(5) | |||
| Class A shares | 05/23/2025 | C(1)(2) | 1,900,000 | A | $0(1) | 1,900,000 | D(4)(5) | |||
| Class A shares | 05/23/2025 | S(2) | 1,900,000 | D | $75.25(2) | 0 | D(4)(5) | |||
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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 | ||||||||
| DBR Land Holdings LLC Units(1) | (1) | 05/23/2025 | C(1)(2) | 1,900,000 | (1) | (1) | Class A Shares | 1,900,000 | $0(1) | 51,241,496(3) | D(4)(5) | ||||
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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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. Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. Class B Shares do not represent economic interests in the Issuer. |
| 2. In connection with the sale by the Reporting Person pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on May 23, 2025, the Reporting Person (i) redeemed 1,900,000 OpCo Units (together with the cancellation of 1,900,000 Class B Shares) for 1,900,000 Class A Shares and (ii) sold 1,900,000 Class A Shares at a price per share of $75.25. |
| 3. Reflects the cancellation of 34,674 OpCo Units and 51,682 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended December 31, 2024 and March 31, 2025, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date. |
| 4. The Reporting Person is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own 97.4% of the capital interests of the Reporting Person and have the right to appoint a majority of the members of the board of managers of the Reporting Person. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III. |
| 5. (Continued from footnote 4) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. As a result of the foregoing, Mr. Capobianco may exercise voting and dispositive power over the Class B Shares held by the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any. |
| Remarks: |
| Pursuant to a Shareholder Agreement between the Issuer and the Reporting Person, the Reporting Person has the right to designate a majority of the members of the Board of Directors of the Issuer. As a result, the Reporting Persons constitute "directors by deputization" with respect to the Issuer. |
| /s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC | 05/28/2025 | |
| /s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP | 05/28/2025 | |
| /s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP | 05/28/2025 | |
| /s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP | 05/28/2025 | |
| /s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC | 05/28/2025 | |
| /s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP | 05/28/2025 | |
| /s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC | 05/28/2025 | |
| /s/ David N. Capobianco | 05/28/2025 | |
| ** 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. | ||