0001144204-18-048320.txt : 20180906
0001144204-18-048320.hdr.sgml : 20180906
20180906165833
ACCESSION NUMBER: 0001144204-18-048320
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180904
FILED AS OF DATE: 20180906
DATE AS OF CHANGE: 20180906
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: 181058113
MAIL ADDRESS:
STREET 1: C/O ENERVEST, LTD,
STREET 2: 1001 FANNIN STREET - SUITE 800
CITY: HOUSTON
STATE: TX
ZIP: 77002
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: 1001 FANNIN STREET
STREET 2: SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-842-9050
MAIL ADDRESS:
STREET 1: 1001 FANNIN STREET
STREET 2: SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77002
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
tv502445_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-09-04
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
2018-09-04
4
A
0
1243630
0
A
34278184
I
See Footnote
Class A Common Stock
11000
D
Class B Common Stock
2018-09-04
4
A
0
3256370
0
A
Class A Common Stock
90452174
90452174
I
See Footnote
Represents 1,243,630 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on September 4, 2018 as a portion of earnout consideration payable in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").
Represents restricted stock units ("RSUs") granted 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 Issuer has approved the grant of RSUs immediately following the effectiveness of the Issuer's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) his or her ceasing to be a director or service provider to the Issuer or an affiliate of the Issuer or (ii) a change in control, as defined in the Plan.
EV XIV-C owns of record 34,278,184 shares of Class A Common Stock.
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, EVFA XIV-3A, LLC, and EnerVest Holding XIV, 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"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and 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, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.
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 shares owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the shares 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 (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on September 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination.
Shares of 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 Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).
Not applicable.
Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (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 59,688,294 shares of Class B Common Stock; EV XIV-2A owns of record 11,818,715 shares of Class B Common Stock; EV XIV-3A owns of record 11,654,091 shares of Class B Common Stock; EV XIV-WIC owns of record 623,539 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,667,535 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 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
2018-09-06