SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EnerVest, Ltd.

(Last) (First) (Middle)
1001 FANNIN STREET
SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Magnolia Oil & Gas Corp [ MGY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/16/2018 A 1,243,630(1) A $0 33,034,554(2)(3)(4) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (6) 08/16/2018 A 3,256,370(5) (6) (7) Class A Common Stock 87,195,804 $0 87,195,804(3)(4)(8)(9)(10) D
1. Name and Address of Reporting Person*
EnerVest, Ltd.

(Last) (First) (Middle)
1001 FANNIN STREET
SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Management GP, L.C.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Energy Institutional Fund XIV-A, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET
SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Energy Institutional Fund XIV-2A, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET
SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Energy Institutional Fund XIV-3A, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET
SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Energy Institutional Fund XIV-WIC, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Energy Institutional Fund XIV-C, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET
SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Energy Institutional Fund XIV-C-AIV, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EnerVest Investment Services, L.L.C.

(Last) (First) (Middle)
1001 FANNIN STREET
SUITE 800

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. Represents 1,243,630 shares of Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on August 16, 2018 as a portion of earnout consideration payable in connection with Magnolia Oil & Gas Corporation's (the "Company") business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").
2. EV XIV-C owns of record 33,034,554 shares of Class A Common Stock.
3. 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"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").
4. Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
5. 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 August 16, 2018 as a portion of earnout consideration payable in connection with the Business Combination.
6. 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, in which the Company 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).
7. Not applicable.
8. 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.")
9. EV XIV-A owns of record 57,522,774 shares of Class B Common Stock; EV XIV-2A owns of record 11,416,615 shares of Class B Common Stock; EV XIV-3A owns of record 11,229,851 shares of Class B Common Stock; EV XIV-WIC owns of record 600,919 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,425,645 shares of Class B Common Stock.
10. Each Record Holder and each of the Non-Fund Entities 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 some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd. 08/24/2018
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C. 08/24/2018
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-A, L.P. 08/24/2018
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-2A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-2A, L.P. 08/24/2018
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-3A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-3A, L.P. 08/24/2018
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EnerVest Holding XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. 08/24/2018
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFC GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-C, L.P. 08/24/2018
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFC GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. 08/24/2018
/s/ John B. Walker, Executive Chairman, EnerVest Operating, L.L.C., the General Partner of EnerVest Holding, L.P., the sole member of EnerVest Investment Services, L.L.C. 08/24/2018
** Signature of Reporting Person Date
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