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Filing Details

Accession Number:: 0000950170-24-028622
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-08 16:05:12
Reporting Period:: 2024-03-06

Accepted Time:: 2024-03-08 16:05:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1658566	Permian Resources Corp	PR	()	TX

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1504103	Encap Energy Capital Fund Viii, L.p.	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	No	No
1565683	Encap Energy Capital Fund Ix, L.p.	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	No	No
1693946	Encap Energy Capital Fund Xi, L.p.	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	No	No
1707241	Bold Energy Holdings, Llc	C/O Encap Investments L.p. 9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	No	No
1726182	Encap Partners Gp, Llc	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	No	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 C Common Stock	Disposition	2024-03-06	5,449,577	$0.00	39,105,695	No	4	D	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2024-03-06	5,449,577	$0.00	34,477,527	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2024-03-06	9,000,000	$15.71	25,477,527	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	See Footnotes
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	OpCo Units	Disposition	2024-03-06	5,449,577	$0.00	5,449,577	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
39,105,695			No	4	C	Indirect

Footnotes

At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.
This amount represents the $15.71 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").
Following the completion of the Offering, Fund XI directly owns 22,825,299 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 2,652,228 shares of Class A Common Stock.
Following completion of the Offering, Bold directly owns 39,105,695 shares of Class C Common Stock and an equivalent number of OpCo Units.
EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.
(Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.