0001104659-22-068601.txt : 20220606
0001104659-22-068601.hdr.sgml : 20220606
20220606172216
ACCESSION NUMBER: 0001104659-22-068601
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220606
FILED AS OF DATE: 20220606
DATE AS OF CHANGE: 20220606
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: 22998970
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
tm2217758-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-06-06
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
2022-06-06
4
C
0
4883627
A
18412450
I
See footnotes
Class A Common Stock
2022-06-06
4
S
0
7500000
27.01
D
10912450
I
See footnotes
Class A Common Stock
601604
D
Class B Common Stock
2022-06-06
4
C
0
4883627
0
D
Class A Common Stock
4883627
30710432
I
See footnotes
Class B Common Stock
2022-06-06
4
S
0
2000000
27.01
D
Class A Common Stock
2000000
28710432
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) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 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) 361,053 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 "June 2022 Conversion Shares").
Represents the June 2022 Conversion Shares and 13,528,823 shares of Class A Common Stock held by EV XIV-C.
Represents 601,604 shares of Class A Common Stock held by Mr. Walker, including 66,604 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 66,604 RSUs, 61,320 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 June 2022 Transfer (as defined below)) as follows: (i) 20,325,431 shares of Class B Common Stock held by EV XIV-A; (ii) 212,326 shares of Class B Common Stock held by EV XIV-WIC; (iii) 3,889,643 shares of Class B Common Stock held by EV XIV-2A; (iv) 4,012,565 shares of Class B Common Stock held by EV XIV-3A; and (v) 2,270,467 shares of Class B Common Stock held by EV XIV-C-AIV.
This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the June 2022 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.")
Represents shares of Class A Common Stock sold in an underwritten block trade transaction pursuant to the Issuer's registration statement on Form S-3 filed with the SEC on August 10, 2018 (the "Block Trade"), as follows: (i) 3,232,185 shares of Class A Common Stock sold by EV XIV-A; (ii) 33,766 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 618,538 shares of Class A Common Stock sold by EV XIV-2A; (iv) 638,085 shares of Class A Common Stock sold by EV XIV-3A; (v) 361,053 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,616,373 shares of Class A Common Stock sold by EV XIV-C.
EV XIV-C owns of record 10,912,450 shares of Class A Common Stock.
Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2022 Transfer").
EV XIV-A owns of record 19,001,749 shares of Class B Common Stock; EV XIV-2A owns of record 3,636,332 shares of Class B Common Stock; EV XIV-3A owns of record 3,751,249 shares of Class B Common Stock; EV XIV-WIC owns of record 198,498 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 2,122,604 shares of Class B Common Stock.
/s/ John B. Walker
2022-06-06