Filing Details
- Accession Number:
- 0001104659-22-012945
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-02-07 21:24:38
- Reporting Period:
- 2022-02-03
- Accepted Time:
- 2022-02-07 21:24:38
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1698990 | Magnolia Oil & Gas Corp | MGY | () | TX |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1375345 | Enervest, Ltd. | 1001 Fannin Street Suite 800 Houston TX 77002 | Yes | No | Yes | No | |
| 1634806 | Enervest Energy Institutional Fund Xiv-A, L.p. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No | |
| 1634809 | Enervest Energy Institutional Fund Xiv-C, L.p. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No | |
| 1674589 | Enervest Energy Institutional Fund Xiv-2A, L.p. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No | |
| 1677997 | Enervest Energy Institutional Fund Xiv-3A, L.p. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No | |
| 1749857 | Enervest Energy Institutional Fund Xiv-Wic, L.p. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No | |
| 1749921 | Enervest Investment Services, L.l.c. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No | |
| 1749934 | Enervest Management Gp, L.c. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No | |
| 1749935 | Enervest Energy Institutional Fund Xiv-C-Aiv, L.p. | C/O Enervest Ltd. 1001 Fannin Street, Suite 800 Houston TX 77002 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2022-02-03 | 5,003,309 | $0.00 | 23,738,715 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2022-02-03 | 6,905,000 | $21.00 | 16,833,715 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2022-02-03 | 550,815 | $21.00 | 16,282,900 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Disposition | 2022-02-03 | 5,003,309 | $0.00 | 5,003,309 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2022-02-03 | 1,449,185 | $21.00 | 1,449,185 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 44,289,167 | No | 4 | C | Direct | ||
| 42,839,982 | No | 4 | S | 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").
- 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-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder").
- Represents: (i) 3,311,396 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 34,593 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 633,696 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 653,722 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) 369,902 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 "February 2022 Conversion Shares").
- Represents the February 2022 Conversion Shares and 18,735,406 shares of Class A Common Stock held by EV XIV-C.
- Represents shares of Class B Common Stock held (prior to giving effect to February 2022 Transfer (as defined below)) as follows: (i) 29,312,395 shares of Class B Common Stock held by EV XIV-A; (ii) 306,211 shares of Class B Common Stock held by EV XIV-WIC; (iii) 5,609,464 shares of Class B Common Stock held by EV XIV-2A; (iv) 5,786,735 shares of Class B Common Stock held by EV XIV-3A; and (v) 3,274,362 shares of Class B Common Stock held by EV XIV-C-AIV.
- This amount represents the purchase price in the 10b5-1 Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the February 2022 Transfer, and EV XIV-C also used this price per share for the purchase price of the shares of the Class A Common Stock under the C-Fund Transfer.
- Not applicable.
- 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 Equity Interests (as defined below) 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.
- 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.")
- Represents shares of Class A Common Stock sold in a transaction pursuant to the 10b5-1 Sale Plan Agreement (the "Plan") entered into by the Record Holders on December 29, 2021 (the "10b5-1 Trade"). All sales contemplated by the Plan have been completed; the Plan is set to expire on February 10, 2022.
- Represents shares of Class A Common Stock transferred by EV XIV-C (the "C-Fund Transfer") concurrently with the February 2022 Transfer (as defined below).
- After the 10b5-1 Trade and prior to giving effect to the C-Fund Transfer, EV XIV-C owned of record 16,833,715 shares of Class A Common Stock.
- After the 10b5-1 Trade and the C-Fund Transfer, EV XIV-C owns of record 16,282,900 shares of Class A Common Stock.
- Represents: (i) 959,130 shares of Class B Common Stock transferred by EV XIV-A; (ii) 10,020 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 183,547 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 189,348 of Class B Common Stock transferred by EV XIV-3A; and (v) 107,140 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "February 2022 Transfer").
- EV XIV-A owns of record 28,353,265 shares of Class B Common Stock; EV XIV-2A owns of record 5,425,917 shares of Class B Common Stock; EV XIV-3A owns of record 5,597,387 shares of Class B Common Stock; EV XIV-WIC owns of record 296,191 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 3,167,222 shares of Class B Common Stock.
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