0001144204-18-049234.txt : 20180912 0001144204-18-049234.hdr.sgml : 20180912 20180912182201 ACCESSION NUMBER: 0001144204-18-049234 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180910 FILED AS OF DATE: 20180912 DATE AS OF CHANGE: 20180912 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: 181067571 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 tv502780_4.xml OWNERSHIP DOCUMENT X0306 4 2018-09-10 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 2018-09-10 4 P 0 70000 13.59 A 70000 D Class A Common Stock 2018-09-11 4 P 0 40000 13.76 A 110000 D Class A Common Stock 2018-09-12 4 P 0 50000 14.00 A 160000 D Class A Common Stock 11000 D Class A Common Stock 34278184 I See Footnote Class B Common Stock Class A Common Stock 90452174 90452174 I See Footnote The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.65 to $13.84. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range. 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 the Issuer's Class A Common Stock ("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. EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") owns of record 34,278,184 shares of the Issuer's Class A Common Stock ("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. 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 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 Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination") and subsequent earnout consideration related thereto. (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 2018-09-12