0000899243-23-019482.txt : 20230925
0000899243-23-019482.hdr.sgml : 20230925
20230925084427
ACCESSION NUMBER: 0000899243-23-019482
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230922
FILED AS OF DATE: 20230925
DATE AS OF CHANGE: 20230925
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP XI US Holdings, L.P.
CENTRAL INDEX KEY: 0001691879
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 231273189
BUSINESS ADDRESS:
STREET 1: 2850 N HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: (972) 432-1440
MAIL ADDRESS:
STREET 1: 2850 N HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NGP Pearl Holdings II, LLC
CENTRAL INDEX KEY: 0001944741
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 231273188
BUSINESS ADDRESS:
STREET 1: 2850 N. HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 972-432-1440
MAIL ADDRESS:
STREET 1: 2850 N. HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER NAME:
FORMER CONFORMED NAME: NGP Pearl Holdings, LLC
DATE OF NAME CHANGE: 20220830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Luxe Energy, LLC
CENTRAL INDEX KEY: 0001944739
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37697
FILM NUMBER: 231273187
BUSINESS ADDRESS:
STREET 1: 2850 N. HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 972-432-1440
MAIL ADDRESS:
STREET 1: 2850 N. HARWOOD STREET
STREET 2: 19TH FLOOR
CITY: DALLAS
STATE: TX
ZIP: 75201
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Permian Resources Corp
CENTRAL INDEX KEY: 0001658566
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 475381253
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1001 SEVENTEENTH STREET
STREET 2: SUITE 1800
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: 720-499-1400
MAIL ADDRESS:
STREET 1: 1001 SEVENTEENTH STREET
STREET 2: SUITE 1800
CITY: DENVER
STATE: CO
ZIP: 80202
FORMER COMPANY:
FORMER CONFORMED NAME: Centennial Resource Development, Inc.
DATE OF NAME CHANGE: 20161019
FORMER COMPANY:
FORMER CONFORMED NAME: Silver Run Acquisition Corp
DATE OF NAME CHANGE: 20151117
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-09-22
0
0001658566
Permian Resources Corp
PR
0001691879
NGP XI US Holdings, L.P.
C/O NGP ENERGY CAPITAL MANAGEMENT, LLC
2850 N. HARWOOD ST. SUITE 1900
DALLAS
TX
75201
0
0
1
0
0001944741
NGP Pearl Holdings II, LLC
2850 N. HARWOOD ST. SUITE 1900
DALLAS
TX
75201
0
0
1
0
0001944739
Luxe Energy, LLC
2850 N. HARWOOD ST. SUITE 1900
DALLAS
TX
75201
0
0
1
0
0
Class C Common Stock
2023-09-22
4
D
0
6390202
0.00
D
19358255
D
Class C Common Stock
2023-09-22
4
D
0
3189900
0.00
D
9663373
D
Class C Common Stock
2023-09-22
4
D
0
15087398
0.00
D
45705243
D
Class A Common Stock
2023-09-22
4
C
0
6390202
0.00
A
6390202
D
Class A Common Stock
2023-09-22
4
C
0
3189900
0.00
A
3189900
D
Class A Common Stock
2023-09-22
4
C
0
15087398
0.00
A
15087398
D
Class A Common Stock
2023-09-22
4
S
0
6390202
12.6911
D
0
D
Class A Common Stock
2023-09-22
4
S
0
3189900
12.6911
D
0
D
Class A Common Stock
2023-09-22
4
S
0
15087398
12.6911
D
0
D
Class C Common Stock
2023-09-22
4
D
0
569918
D
18788337
D
Class C Common Stock
2023-09-22
4
D
0
284495
D
9378878
D
Class C Common Stock
2023-09-22
4
D
0
1345587
D
44359656
D
Common Units
2023-09-22
4
C
0
6390202
D
Class A Common Stock
6390202
19358255
D
Common Units
2023-09-22
4
C
0
3189900
D
Class A Common Stock
3189900
9663373
D
Common Units
2023-09-22
4
C
0
15087398
D
Class A Common Stock
15087398
45705243
D
Common Units
2023-09-22
4
D
0
569918
12.6911
D
Class A Common Stock
569918
18788337
D
Common Units
2023-09-22
4
D
0
284495
12.6911
D
Class A Common Stock
284495
9378878
D
Common Units
2023-09-22
4
D
0
1345587
12.6911
D
Class A Common Stock
1345587
44359656
D
At the request of the Reporting Person, each common unit of Permian Resources Operating, LLC ("PRC") (such common units, "Common Units") and a corresponding share of Class C common stock of the Company may be redeemed for newly-issued shares of Class A common stock of the Company on a one-for-one basis. The Common Units do not expire.
This amount represents the $13.05 price per share of Class A common stock of the Company less the underwriting discount of $0.3589 per share for shares sold by NGP XI US Holdings, L.P., NGP Pearl Holdings II, L.L.C. and Luxe Energy LLC in connection with an underwritten public offering (the "Offering").
An aggregate of 2,200,000 Common Units were transferred to the Issuer by the Reporting Persons and a corresponding number of shares of Class C common stock were subsequently forfeited by the Reporting Persons and canceled by the Company in exchange for an amount per Common Unit of PRC/share of Class C common stock equal to the amount received by the Reporting Persons in the Offering as disclosed in Footnote 2 (the "Common Unit Repurchase"). The Common Unit Repurchase was made pursuant to a Repurchase Agreement, dated September 19, 2023, by and among the Reporting Persons, PRC and, for the purposes of consent to the transfer of Common Units, the Company. The Repurchase Agreement was specifically approved in advance by the Issuer's Audit Committee of the Board of Directors. The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended.
NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members of the Executive Committee of NGP Energy Capital Management, L.L.C.
NGP XII US Holdings, L.P. controls NGP Pearl Holdings II, L.L.C. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members of the Executive Committee of NGP Energy Capital Management, L.L.C.
NGP XI US Holdings, LP controls Luxe Energy LLC. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members of the Executive Committee of NGP Energy Capital Management, L.L.C.
The respective controlling entities of the reporting persons may be deemed to beneficially own all of the Common Units and the corresponding shares of Class C common stock of the Company held by such reporting persons. Such persons disclaim beneficial ownership of the Common Units reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Units covered by this Form 4.
/s/ NGP XI US Holdings, L.P., Craig Glick, Authorized Person
2023-09-25
/s/ NGP Pearl Holdings II, L.L.C., Craig Glick, Authorized Person
2023-09-25
/s/ Luxe Energy LLC, Craig Glick, Authorized Person
2023-09-25