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Filing Details

Accession Number:: 0001104659-21-034018
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-09 20:56:44
Reporting Period:: 2021-03-05

Accepted Time:: 2021-03-09 20:56:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1698990	Magnolia Oil & Gas Corp	MGY	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1374442	B John Walker	C/O Enervest, Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-03-05	14,165,779	$0.00	49,053,847	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-03-05	19,550,000	$10.16	29,503,847	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2021-03-05	14,165,779	$0.00	14,165,779	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-03-05	5,000,000	$10.16	5,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
71,624,035			No	4	C	Indirect
66,624,035			No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	584,798	Direct

Footnotes

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 the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).
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 and EVFA XIV-3A, 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") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").
EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.
Represents: (i) 9,375,495 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 97,942 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 1,794,173 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,850,872 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 1,047,297 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "2021 Conversion Shares").
Represents the 2021 Conversion Shares and 34,888,068 shares of Class A Common Stock held by EV XIV-C.
Represents 584,798 shares of Class A Common Stock held by Mr. Walker, including 49,798 restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date. Of these 49,798 RSUs, 21,961 RSUs have been settled in shares of Class A Common Stock as of the date hereof.
Represents shares of Class B Common Stock held (prior to giving effect to the Issuer Transfer (defined below)) as follows: (i) 47,403,736 shares of Class B Common Stock held by EV XIV-A; (ii) 495,205 shares of Class B Common Stock held by EV XIV-WIC; (iii) 9,071,573 shares of Class B Common Stock held by EV XIV-2A; (iv) 9,358,253 shares of Class B Common Stock held by EV XIV-3A; and (v) 5,295,268 shares of Class B Common Stock held by EV XIV-C-AIV.
This amount represents the $10.50 secondary public offering price per share of Class A Common Stock less the underwriting discount of $0.34375 per share for shares sold pursuant to an underwritten public offering. The Issuer and the Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the Issuer Transfer.
Represents: (i) 3,309,206 shares of Class B Common Stock transferred to the Issuer by EV XIV-A; (ii) 34,570 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC; (iii) 633,277 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A; (iv) 653,290 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A; and (v) 910,693 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV (collectively, the "Issuer Transfer").
Not applicable.
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 (as defined below) 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.
Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (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 44,094,530 shares of Class B Common Stock; EV XIV-2A owns of record 8,438,296 shares of Class B Common Stock; EV XIV-3A owns of record 8,704,963 shares of Class B Common Stock; EV XIV-WIC owns of record 460,635 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 4,925,611 shares of Class B Common Stock.
EV XIV-C owns of record 29,503,847 shares of Class A Common Stock.
Represents shares of Class A Common Stock sold in a secondary public offering as follows: (i) 9,375,495 shares of Class A Common Stock sold by EV XIV-A; (ii) 97,942 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 1,794,173 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,850,872 shares of Class A Common Stock sold by EV XIV-3A; (v) 1,047,297 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 5,384,221 shares of Class A Common Stock sold by EV XIV-C.