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Filing Details

Accession Number:: 0001104659-24-061985
Form Type:: 13D Filing
Publication Date:: 2024-05-14 20:00:00

Filed By:: Riverstone Holdings Llc
Company:: Permian Resources Corp (NASDAQ:PR)
Filing Date:: 2024-05-15
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Silver Run Sponsor	1,784,102	1,784,102	1,784,102	0.3%
Silver Run Sponsor Manager	1,784,102	1,784,102	1,784,102	0.3%
REL US Centennial Holdings	10,052,173	10,052,173	10,052,173	1.6%
REL IP General Partner	10,052,173	10,052,173	10,052,173	1.6%
REL IP General Partner Limited	10,052,173	10,052,173	10,052,173	1.6%
Riverstone Energy Limited Investment Holdings	10,052,173	10,052,173	10,052,173	1.6%
Riverstone Holdings II (Cayman) Limited	10,052,173	10,052,173	10,052,173	1.6%
Riverstone Non-ECI USRPI AIV	2,661,272	2,661,272	2,661,272	0.4%
Riverstone Non-ECI USRPI AIV GP	2,661,272	2,661,272	2,661,272	0.4%
Riverstone Non-ECI Partners GP (Cayman)	2,661,272	2,661,272	2,661,272	0.4%
Riverstone Non-ECI GP Cayman	2,661,272	2,661,272	2,661,272	0.4%
Riverstone Non-ECI GP Ltd	2,661,272	2,661,272	2,661,272	0.4%
Riverstone VI Centennial QB Holdings	26,474,419	26,474,419	26,474,419	4.2%
Riverstone Energy Partners VI	26,474,419	26,474,419	26,474,419	4.2%
Riverstone Energy GP VI	26,474,419	26,474,419	26,474,419	4.2%
Riverstone Energy GP VI Corp	26,474,419	26,474,419	26,474,419	4.2%
Riverstone Holdings	28,258,521	28,258,521	28,258,521	4.5%
Riverstone Gower Mgmt Co Holdings	38,310,694	38,310,694	38,310,694	6.1%
Riverstone Management Group	38,310,694	38,310,694	38,310,694	6.1%
David M. Leuschen	41,596,969	41,596,969	41,596,969	6.7%
Pierre F. Lapeyre, Jr	40,971,966	40,971,966	40,971,966	6.6%

Filing

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 17)*

Permian Resources Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

71424F105

(CUSIP Number)

Christina Shalhoub

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 13, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 71424F105

13D

Page 1 of 29 Pages

1	Names of Reporting Persons   Silver Run Sponsor, LLC
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   1,784,102
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   1,784,102

Aggregate Amount Beneficially Owned by Each Reporting Person

1,784,102

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

0.3%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 2 of 29 Pages

1	Names of Reporting Persons   Silver Run Sponsor Manager, LLC
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   1,784,102
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   1,784,102

Aggregate Amount Beneficially Owned by Each Reporting Person

1,784,102

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

0.3%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 3 of 29 Pages

1	Names of Reporting Persons   REL US Centennial Holdings, LLC
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   10,052,173
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   10,052,173

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

1.6%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 4 of 29 Pages

1	Names of Reporting Persons   REL IP General Partner LP
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   10,052,173
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   10,052,173

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

1.6%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 5 of 29 Pages

1	Names of Reporting Persons   REL IP General Partner Limited
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   10,052,173
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   10,052,173

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

1.6%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 6 of 29 Pages

1	Names of Reporting Persons   Riverstone Energy Limited Investment Holdings, LP
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   10,052,173
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   10,052,173

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

1.6%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 7 of 29 Pages

1	Names of Reporting Persons   Riverstone Holdings II (Cayman) Limited
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   10,052,173
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   10,052,173

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

1.6%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 8 of 29 Pages

1	Names of Reporting Persons   Riverstone Non-ECI USRPI AIV, L.P.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   2,661,272
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   2,661,272

Aggregate Amount Beneficially Owned by Each Reporting Person

2,661,272

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

0.4%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 9 of 29 Pages

1	Names of Reporting Persons   Riverstone Non-ECI USRPI AIV GP, L.L.C.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   2,661,272
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   2,661,272

Aggregate Amount Beneficially Owned by Each Reporting Person

2,661,272

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

0.4%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 10 of 29 Pages

1	Names of Reporting Persons   Riverstone Non-ECI Partners GP (Cayman), L.P.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   2,661,272
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   2,661,272

Aggregate Amount Beneficially Owned by Each Reporting Person

2,661,272

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

0.4%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 11 of 29 Pages

1	Names of Reporting Persons   Riverstone Non-ECI GP Cayman LLC
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   2,661,272
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   2,661,272

Aggregate Amount Beneficially Owned by Each Reporting Person

2,661,272

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

0.4%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 12 of 29 Pages

1	Names of Reporting Persons   Riverstone Non-ECI GP Ltd.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   2,661,272
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   2,661,272

Aggregate Amount Beneficially Owned by Each Reporting Person

2,661,272

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

0.4%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 13 of 29 Pages

1	Names of Reporting Persons   Riverstone VI Centennial QB Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   26,474,419
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   26,474,419

Aggregate Amount Beneficially Owned by Each Reporting Person

26,474,419

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

4.2%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 14 of 29 Pages

1	Names of Reporting Persons   Riverstone Energy Partners VI, L.P.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   26,474,419
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   26,474,419

Aggregate Amount Beneficially Owned by Each Reporting Person

26,474,419

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

4.2%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 15 of 29 Pages

1	Names of Reporting Persons   Riverstone Energy GP VI, LLC
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   26,474,419
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   26,474,419

Aggregate Amount Beneficially Owned by Each Reporting Person

26,474,419

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

4.2%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 16 of 29 Pages

1	Names of Reporting Persons   Riverstone Energy GP VI Corp
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   26,474,419
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   26,474,419

Aggregate Amount Beneficially Owned by Each Reporting Person

26,474,419

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

4.2%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 17 of 29 Pages

1	Names of Reporting Persons   Riverstone Holdings LLC
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   28,258,521
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   28,258,521

Aggregate Amount Beneficially Owned by Each Reporting Person

28,258,521

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

4.5%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 18 of 29 Pages

1	Names of Reporting Persons   Riverstone/Gower Mgmt Co Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   38,310,694
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   38,310,694

Aggregate Amount Beneficially Owned by Each Reporting Person

38,310,694

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

6.1%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 19 of 29 Pages

1	Names of Reporting Persons   Riverstone Management Group, L.L.C.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   38,310,694
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   38,310,694

Aggregate Amount Beneficially Owned by Each Reporting Person

38,310,694

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

6.1%

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105

13D

Page 20 of 29 Pages

1	Names of Reporting Persons   David M. Leuschen
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   41,596,969
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   41,596,969

Aggregate Amount Beneficially Owned by Each Reporting Person

41,596,969

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

6.7%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 21 of 29 Pages

1	Names of Reporting Persons   Pierre F. Lapeyre, Jr.
2	Check the Appropriate Box if a Member of a Group	(a)  ¨ (b)  ¨
3	SEC Use Only
4	Source of Funds (See Instructions)   OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization   United States

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power   0
	8	Shared Voting Power   40,971,966
	9	Sole Dispositive Power   0
	10	Shared Dispositive Power   40,971,966

Aggregate Amount Beneficially Owned by Each Reporting Person

40,971,966

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

Percent of Class Represented by Amount in Row (11)

6.6%

Type of Reporting Person

CUSIP No. 71424F105

13D

Page 22 of 29 Pages

Explanatory Note

This Amendment No. 17 to Schedule 13D (this “Amendment No. 17”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 21, 2016 (as amended to date, the “Schedule 13D”), relating to the Class A Common Stock (the “Class A Common Stock”) of Permian Resources Corporation (formerly known as Centennial Resource Development, Inc.) (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

May 2024 Sales

On May 13, 2024, Riverstone VI Centennial QB Holdings, L.P. (“Riverstone QB Holdings”), Riverstone Non-ECI USRPI AIV, L.P. (“Riverstone Non-ECI”), Silver Run Sponsor, LLC (“Silver Run Sponsor”), and David M. Leuschen (collectively, the “Riverstone Parties”) sold an aggregate of 6,000,000 shares of Class A Common Stock at a price of $16.42 per share (the “Offering”) to Goldman Sachs & Co. LLC (the “Underwriter”) pursuant to an underwriting agreement dated as of May 13, 2024 (the “Underwriting Agreement”), by and among the Issuer, the Underwriter, the Riverstone Parties and certain other selling stockholders. The Offering closed on May 15, 2024.

Pursuant to the Underwriting Agreement, each of the Riverstone Parties has agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, such each Riverstone Party will not, during the period ending 45 days after the date of the final prospectus filed in connection with the Offering: (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, pledge, grant any option, right or warrant to purchase, make any short sale, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock, or any options or warrants to purchase any shares of Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 14 hereto and is incorporated herein by reference.

CUSIP No. 71424F105

13D

Page 23 of 29 Pages

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date hereof, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 624,160,419 shares of Class A Common Stock outstanding as of May 13, 2024, following the Offering.

Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or to direct the disposition
Silver Run Sponsor, LLC		1,784,102		0.3	%		0		1,784,102		0		1,784,102
Silver Run Sponsor Manager, LLC		1,784,102		0.3	%		0		1,784,102		0		1,784,102
REL US Centennial Holdings, LLC		10,052,173		1.6	%		0		10,052,173		0		10,052,173
REL IP General Partner LP		10,052,173		1.6	%		0		10,052,173		0		10,052,173
REL IP General Partner Limited		10,052,173		1.6	%		0		10,052,173		0		10,052,173
Riverstone Energy Limited Investment Holdings, LP		10,052,173		1.6	%		0		10,052,173		0		10,052,173
Riverstone Holdings II (Cayman) Ltd.		10,052,173		1.6	%		0		10,052,173		0		10,052,173
Riverstone Non-ECI USRPI AIV, L.P.		2,661,272		0.4	%		0		2,661,272		0		2,661,272
Riverstone Non-ECI USRPI AIV GP, L.L.C.		2,661,272		0.4	%		0		2,661,272		0		2,661,272
Riverstone Non-ECI Partners GP (Cayman), L.P.		2,661,272		0.4	%		0		2,661,272		0		2,661,272
Riverstone Non-ECI GP Cayman LLC		2,661,272		0.4	%		0		2,661,272		0		2,661,272
Riverstone Non-ECI GP Ltd.		2,661,272		0.4	%		0		2,661,272		0		2,661,272
Riverstone VI Centennial QB Holdings, L.P.		26,474,419		4.2	%		0		26,474,419		0		26,474,419
Riverstone Energy Partners VI, L.P.		26,474,419		4.2	%		0		26,474,419		0		26,474,419
Riverstone Energy GP VI, LLC		26,474,419		4.2	%		0		26,474,419		0		26,474,419
Riverstone Energy GP VI Corp		26,474,419		4.2	%		0		26,474,419		0		26,474,419
Riverstone Holdings LLC		28,258,521		4.5	%		0		28,258,521		0		28,258,521
Riverstone/Gower Mgmt Co Holdings, L.P.		38,310,694		6.1	%		0		38,310,694		0		38,310,694
Riverstone Management Group, L.L.C.		38,310,694		6.1	%		0		38,310,694		0		38,310,694
David M. Leuschen		41,596,969		6.7	%		0		41,596,969		0		41,596,969
Pierre F. Lapeyre Jr.		40,971,966		6.6	%		0		40,971,966		0		40,971,966

Silver Run Sponsor is the record holder of 1,784,102 shares of Class A Common Stock. REL US is the record holder of 10,052,173 shares of Class A Common Stock. Riverstone Non-ECI is the record holder of 2,661,272 shares of Class A Common Stock. Riverstone QB Holdings is the record holder of 26,474,419 shares of Class A Common Stock. David M. Leuschen is the record holder of 625,003 shares of Class A Common Stock.

Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management. Riverstone Management is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings and the sole shareholder of Riverstone Holdings II. Riverstone Holdings is the managing member of Silver Run Manager, which is the managing member of Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Management, Riverstone/Gower, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims beneficial ownership of these securities.

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Page 24 of 29 Pages

Riverstone Holdings is also the sole shareholder of Riverstone Energy Corp, which is the managing member of Riverstone Energy GP, which is the general partner of Riverstone Energy Partners, which is the general partner of Riverstone QB Holdings. As such, each of Riverstone Energy Partners, Riverstone Energy GP, Riverstone Energy Corp, Riverstone Holdings, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone QB Holdings. Each such entity or person disclaims beneficial ownership of these securities.

Riverstone Holdings II is the general partner of Riverstone Investment, which is the sole shareholder of REL IP GP, which is the general partner of REL IP, which is the managing member of REL US. As such, each of REL IP, REL IP GP, Riverstone Investments, Riverstone Holdings II, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by REL US. Each such entity or person disclaims beneficial ownership of these securities.

Non-ECI GP Ltd. is the sole member of Non-ECI Cayman GP, which is the general partner of Non-ECI Cayman, which is the sole member of Riverstone Non-ECI GP, which is the general partner of Riverstone Non-ECI. Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre, who have or share voting and investment discretion with respect to the securities held of record by Riverstone Non-ECI. As such, each of Riverstone Non-ECI GP, Non-ECI Cayman, Non-ECI Cayman GP, Non-ECI GP Ltd., Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone Non-ECI. Each such entity or person disclaims beneficial ownership of these securities.

(c)

Except as described in Item 4, during the past 60 days neither the Reporting Persons nor any of the Related Persons has effected any transactions with respect to the Class A Common Stock.

(d)

None.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended and supplemented as follows:

Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

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13D

Page 25 of 29 Pages

Except as described in Item 4, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is amended and supplemented as follows:

	Exhibit Number		Description
	14		Underwriting Agreement, dated as of May 13, 2023 (incorporated by reference to Exhibit 1.1 to the Issuer’s current report on Form 8-K filed on May 15, 2024).

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13D

Page 26 of 29 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:         May 15, 2024

	Silver Run Sponsor, LLC
	By:	Silver Run Sponsor Manager, LLC, its managing member

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Managing Director


	Silver Run Sponsor Manager, LLC

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Managing Director


	REL US Centennial Holdings, LLC
	By:	REL IP General Partner LP, its managing member
	By:	REL IP General Partner Limited, its general partner

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Director


	REL IP General Partner LP
	By:	REL IP General Partner Limited, its general partner

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Director


	REL IP General Partner Limited

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Director

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	Riverstone Energy Limited Investment Holdings, LP
	By:	Riverstone Holdings II (Cayman) Ltd., its general partner

	By:	/s/ David M. Leuschen
	Name:	David M. Leuschen
	Title:	Director


	Riverstone Holdings II (Cayman) Ltd.

	By:	/s/ David M. Leuschen
	Name:	David M. Leuschen
	Title:	Director


	Riverstone Non-ECI USRPI AIV, L.P.
	By:	Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Managing Director


	Riverstone Non-ECI USRPI AIV GP, L.L.C.

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Managing Director


	Riverstone Non-ECI Partners GP (Cayman), L.P.
	By:	Riverstone Non-ECI GP Cayman LLC, its general partner
	By:	Riverstone Non-ECI GP Ltd., its sole member

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Director

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	Riverstone Non-ECI GP Cayman LLC
	By:	Riverstone Non-ECI GP Ltd., its sole member

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Director


	Riverstone Non-ECI GP Ltd.

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Director


	Riverstone VI Centennial QB Holdings, L.P.
	By:	Riverstone Energy Partners VI, L.P., its general partner
	By:	Riverstone Energy GP VI, LLC, its general partner

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Managing Director


	Riverstone Energy Partners VI, L.P.
	By:	Riverstone Energy GP VI, LLC, its general partner

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Managing Director


	Riverstone Energy GP VI, LLC

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Managing Director


	Riverstone Energy GP VI Corp

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Vice President

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Page 29 of 29 Pages

	Riverstone Holdings LLC

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Authorized Person


	Riverstone/Gower Mgmt Co Holdings, L.P.
	By:	Riverstone Management Group, L.L.C., its general partner

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Manager


	Riverstone Management Group, L.L.C.

	By:	/s/ Thomas Smith
	Name:	Thomas Smith
	Title:	Manager


	David M. Leuschen

	By:	/s/ David M. Leuschen


	Pierre F. Lapeyre, Jr.

	By:	/s/ Pierre F. Lapeyre