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Filing Details

Accession Number:: 0001104659-24-062155
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-15 21:40:15
Reporting Period:: 2024-05-14

Accepted Time:: 2024-05-15 21:40:15
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	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

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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	2024-05-14	7,868,884	$0.00	16,164,961	No	4	C	Direct
Class A Common Stock	Disposition	2024-05-14	12,000,000	$25.58	4,164,961	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct

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	2024-05-14	7,868,884	$0.00	7,868,884	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-05-14	3,000,000	$25.58	3,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
13,957,921			No	4	C	Direct
10,957,921			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) 5,207,951 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 54,406 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 996,637 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,028,132 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) 581,758 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 "May 2024 Conversion Shares").
Represents the May 2024 Conversion Shares and 4,131,116 shares of Class A Common Stock held by EV XIV-C.
Represents shares of Class B Common Stock held (prior to giving effect to the May 2024 Transfer (as defined below)) as follows: (i) 14,445,882 shares of Class B Common Stock held by EV XIV-A; (ii) 150,904 shares of Class B Common Stock held by EV XIV-WIC; (iii) 2,764,483 shares of Class B Common Stock held by EV XIV-2A; (iv) 2,851,848 shares of Class B Common Stock held by EV XIV-3A; and (v) 1,613,688 shares of Class B Common Stock held by EV XIV-C-AIV.
This amount represents the purchase price in the Block 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 May 2024 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 block trade transaction entered into by the Record Holders on May 14, 2024, which transaction is expected to close on May 16, 2024 (the "Block Trade"), as follows: (i) 5,207,951 shares of Class A Common Stock sold by EV XIV-A; (ii) 54,406 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 996,637 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,028,132 shares of Class A Common Stock sold by EV XIV-3A; (v) 581,758 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 4,131,116 shares of Class A Common Stock sold by EV XIV-C.
EV XIV-C owns of record 4,164,961 shares of Class A Common Stock.
Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "May 2024 Transfer").
EV XIV-A owns of record 7,252,407 shares of Class B Common Stock; EV XIV-2A owns of record 1,387,880 shares of Class B Common Stock; EV XIV-3A owns of record 1,431,742 shares of Class B Common Stock; EV XIV-WIC owns of record 75,756 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 810,136 shares of Class B Common Stock.