0001104659-19-073997.txt : 20191218 0001104659-19-073997.hdr.sgml : 20191218 20191218214628 ACCESSION NUMBER: 0001104659-19-073997 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191218 FILED AS OF DATE: 20191218 DATE AS OF CHANGE: 20191218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Walker John B CENTRAL INDEX KEY: 0001374442 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38083 FILM NUMBER: 191294030 MAIL ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Magnolia Oil & Gas Corp CENTRAL INDEX KEY: 0001698990 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 815365682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 BUSINESS PHONE: 713-842-9050 MAIL ADDRESS: STREET 1: NINE GREENWAY PLAZA STREET 2: SUITE 1300 CITY: HOUSTON STATE: TX ZIP: 77046 FORMER COMPANY: FORMER CONFORMED NAME: Magnolia Oil & Gas DATE OF NAME CHANGE: 20180801 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Energy Holdings Corp. DATE OF NAME CHANGE: 20170224 4 1 tm1926583-3_4.xml OWNERSHIP DOCUMENT X0306 4 2019-12-18 0 0001698990 Magnolia Oil & Gas Corp MGY 0001374442 Walker John B C/O ENERVEST, LTD. 1001 FANNIN STREET, SUITE 800 HOUSTON TX 77002 1 0 1 0 Class B Common Stock 2019-12-18 4 D 0 6000000 11.52 D Class A Common Stock 6000000 85789814 I See Footnote Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash). EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC and EV XIV-C-AIV together, the "Record Holders"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP. Represents (i) 3,971,047 shares of Class B Common Stock transferred to the Issuer by EV XIV-A, (ii) 41,484 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC, (iii) 759,933 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A, (iv) 783,947 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A and (v) 443,589 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV. (The shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.") Not applicable. Represents the aggregate number of shares of Class B Common Stock owned by the Record Holders. EV XIV-A owns of record 56,779,231 shares of Class B Common Stock; EV XIV-2A owns of record 10,865,746 shares of Class B Common Stock; EV XIV-3A owns of record 11,209,125 shares of Class B Common Stock; EV XIV-WIC owns of record 593,147 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,342,565 shares of Class B Common Stock. Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined above) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ John B. Walker 2019-12-18