0000899243-22-013983.txt : 20220405 0000899243-22-013983.hdr.sgml : 20220405 20220405214614 ACCESSION NUMBER: 0000899243-22-013983 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220401 FILED AS OF DATE: 20220405 DATE AS OF CHANGE: 20220405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Group Management L.L.C. CENTRAL INDEX KEY: 0001404071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14039 FILM NUMBER: 22809249 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARZMAN STEPHEN A CENTRAL INDEX KEY: 0001070844 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14039 FILM NUMBER: 22809248 MAIL ADDRESS: STREET 1: C/O BLACKSTONE INC. STREET 2: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Inc CENTRAL INDEX KEY: 0001393818 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14039 FILM NUMBER: 22809250 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 FORMER NAME: FORMER CONFORMED NAME: Blackstone Group Inc DATE OF NAME CHANGE: 20190628 FORMER NAME: FORMER CONFORMED NAME: Blackstone Group L.P. DATE OF NAME CHANGE: 20070320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III GP Management L.L.C. CENTRAL INDEX KEY: 0001478815 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14039 FILM NUMBER: 22809251 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212.583.5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III L.P. CENTRAL INDEX KEY: 0001404073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14039 FILM NUMBER: 22809253 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Holdings III GP L.P. CENTRAL INDEX KEY: 0001478809 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14039 FILM NUMBER: 22809252 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212.583.5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Callon Petroleum Co CENTRAL INDEX KEY: 0000928022 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 640844345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY S STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 2815895200 MAIL ADDRESS: STREET 1: 2000 W SAM HOUSTON PARKWAY S STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: CALLON PETROLEUM CO DATE OF NAME CHANGE: 19941004 FORMER COMPANY: FORMER CONFORMED NAME: CALLON PETROLEUM HOLDING CO DATE OF NAME CHANGE: 19940805 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-04-01 0 0000928022 Callon Petroleum Co CPE 0001404073 Blackstone Holdings III L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001478809 Blackstone Holdings III GP L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001478815 Blackstone Holdings III GP Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001393818 Blackstone Inc 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404071 Blackstone Group Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001070844 SCHWARZMAN STEPHEN A C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 2022-04-01 4 S 0 18465 61.3848 D 5433817 I See Footnotes Common Stock 2022-04-01 4 S 0 6735 61.3848 D 1862327 I See Footnotes Common Stock 2022-04-04 4 J 0 5433817 0.00 D 0 I See Footnotes Common Stock 2022-04-04 4 J 0 1862327 0.00 D 0 I See Footnotes Common Stock 6819694 I See Footnotes The price reported in Column 4 is a weighted average price. These shares of common stock, par value $0.01 per share ("Common Stock"), of Callon Petroleum Company (the "Issuer") were sold in multiple transactions ranging from $61.03 to $61.76, inclusive. The Reporting Persons undertake 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 of Common Stock sold at each separate price in the ranges set forth in this footnote. Reflects shares of Common Stock beneficially owned by Primexx Energy Partners, Ltd. after the sales reported herein, including 1,983,407 shares held in escrow for the benefit of the Issuer and Primexx Energy Partners, Ltd. Reflects shares of Common Stock beneficially owned by BPP Energy Partners LLC after the sales reported herein, including 603,891 shares held in escrow for the benefit of the Issuer and BPP Energy Partners LLC. Primexx Energy Corporation is the managing general partner of Primexx Energy Partners, Ltd. BPP HoldCo LLC is the majority shareholder and has the power to appoint the majority of the members of the board of directors of Primexx Energy Corporation and has the power to appoint the majority of the members of the board of managers of BPP Energy Partners LLC. BX Primexx Topco LLC is the sole member of BPP HoldCo LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. (Continued from Footnote 4) Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. The shares of Common Stock were distributed pro rata to unitholders of Primexx Energy Partners, Ltd. in connection with a liquidating distribution of Primexx Energy Partners, Ltd. Following such distribution and the Primexx Escrow Release (defined below), the shares of Common Stock reported herein are beneficially owned directly by BPP HoldCo LLC, which includes 922,512 shares held in escrow for the benefit of BPP HoldCo LLC. On April 4, 2022, the Issuer and Primexx Energy Partners, Ltd. instructed the escrow agent to release a portion of the shares of the Issuer held in escrow on April 4, 2022 to the unitholders of Primexx Energy Partners, Ltd., and instructed that for any remaining portion in escrow to be released on a future release date, to be held for the benefit of such entities and to be released directly to such entities on such future release date, in connection with a pro rata liquidating distribution (the "Primexx Escrow Release"). The shares of Common Stock were distributed pro rata to members of BPP Energy Partners LLC in connection with a liquidating distribution of BPP Energy Partners LLC. Following such distribution and the BPPEP Escrow Release (defined below), the shares of Common Stock reported herein are beneficially owned directly by BPP HoldCo LLC, which includes 286,164 shares held in escrow for the benefit of BPP HoldCo LLC. On April 4, 2022, the Issuer and BPP Energy Partners LLC instructed the escrow agent to release a portion of the shares of the Issuer held in escrow on April 4, 2022 to the members of BPP Energy Partners LLC, and instructed that for any remaining portion in escrow to be released on a future release date, to be held for the benefit of such entities and to be released directly to such entities on such future release date, in connection with a pro rata liquidating distribution (the "BPPEP Escrow Release"). Form 2 of 2 BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 2022-04-05 BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 2022-04-05 BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 2022-04-05 BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 2022-04-05 BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 2022-04-05 STEPHEN A. SCHWARZMAN, /s/ Stephen A. Schwarzman 2022-04-05