0001104659-21-034018.txt : 20210309 0001104659-21-034018.hdr.sgml : 20210309 20210309205644 ACCESSION NUMBER: 0001104659-21-034018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210305 FILED AS OF DATE: 20210309 DATE AS OF CHANGE: 20210309 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: 21727934 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 tm219222d3_4.xml OWNERSHIP DOCUMENT X0306 4 2021-03-05 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 A Common Stock 2021-03-05 4 C 0 14165779 A 49053847 I See Footnotes Class A Common Stock 2021-03-05 4 S 0 19550000 10.1563 D 29503847 I See Footnotes Class A Common Stock 584798 D Class B Common Stock 2021-03-05 4 C 0 14165779 0 D Class A Common Stock 14165779 71624035 I See Footnotes Class B Common Stock 2021-03-05 4 S 0 5000000 10.1563 D Class A Common Stock 5000000 66624035 I See Footnotes 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"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP. Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares"). Represents the 2021 Conversion Shares and 34,888,068 shares of Class A Common Stock held by EV XIV-C. Represents 584,798 shares of Class A Common Stock held by Mr. Walker, including 49,798 restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date. Of these 49,798 RSUs, 21,961 RSUs have been settled in shares of Class A Common Stock as of the date hereof. Represents shares of Class B Common Stock held (prior to giving effect to the Issuer Transfer (defined below)) as follows: (i) 47,403,736 shares of Class B Common Stock held by EV XIV-A; (ii) 495,205 shares of Class B Common Stock held by EV XIV-WIC; (iii) 9,071,573 shares of Class B Common Stock held by EV XIV-2A; (iv) 9,358,253 shares of Class B Common Stock held by EV XIV-3A; and (v) 5,295,268 shares of Class B Common Stock held by EV XIV-C-AIV. This amount represents the $10.50 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.34375 per share for shares sold pursuant to an underwritten public offering. The Issuer and the Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the Issuer Transfer. Represents: (i) 3,309,206 shares of Class B Common Stock transferred to the Issuer by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A; and (v) 910,693 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV (collectively, the "Issuer Transfer"). Not applicable. 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 below) 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. Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with 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.") EV XIV-A owns of record 44,094,530 shares of Class B Common Stock; EV XIV-2A owns of record 8,438,296 shares of Class B Common Stock; EV XIV-3A owns of record 8,704,963 shares of Class B Common Stock; EV XIV-WIC owns of record 460,635 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 4,925,611 shares of Class B Common Stock. EV XIV-C owns of record 29,503,847 shares of Class A Common Stock. Represents shares of Class A Common Stock sold in a secondary public offering as follows: (i) 9,375,495 shares of Class A Common Stock sold by EV XIV-A; (ii) 97,942 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 1,794,173 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,850,872 shares of Class A Common Stock sold by EV XIV-3A; (v) 1,047,297 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 5,384,221 shares of Class A Common Stock sold by EV XIV-C. /s/ John B. Walker 2021-03-09