Amendment: SEC Form SC 13D/A filed by Magnolia Oil & Gas Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)*

(Final Amendment)

Magnolia Oil & Gas Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

559663109
(CUSIP Number)

J. Andrew West
1001 Fannin Street, Suite 800
Houston, Texas 77002
(713) 659-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 23, 2024
(Date of Event Which Requires Filing of Statement on Schedule 13D)

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), checking the following box. ¨

* 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).

Note: All share numbers on these cover pages presented on an as-converted basis.

(1) EnerVest, Ltd. (“EnerVest”) may be deemed to have beneficial ownership of 7,622,882 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). Such shares are held (in the amounts set forth below) by EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-C, L.P. and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. (collectively, the “Record Holders”). The relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Management GP, L.C. (“EVM GP”) may be deemed to have beneficial ownership of 7,622,882 shares of Class A Common Stock. Such shares are held (in the amounts set forth below) by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Energy Institutional Fund XIV-A, L.P. (“EV XIV-A”) owns of record 3,655,669 shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), each share of which, pursuant to the Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC (“Magnolia LLC”), dated as of July 31, 2018 (the “LLC Agreement”), may be exchanged (by exchanging one unit in Magnolia LLC (a “Unit”) and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Energy Institutional Fund XIV-2A, L.P. (“EV XIV-2A”) owns of record 699,578 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Energy Institutional Fund XIV-3A, L.P. (“EV XIV-3A”) owns of record 721,689 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Energy Institutional Fund XIV-WIC, L.P. (“EV XIV-WIC”) owns of record 38,182 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Energy Institutional Fund XIV-C, L.P. (“EV XIV-C”) owns of record 2,099,403 shares of Class A Common Stock. The relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Energy Institutional Fund XIV-C-AIV, L.P. (“EV XIV-C-AIV”) owns of record 408,361 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.

(1)            Mr. Walker is the sole owner of 609,121 shares of Class A Common Stock and (b) 6,364 unvested restricted stock units (“RSUs”) granted 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 will 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 director's continued service through the applicable vesting date and, as such, Mr. Walker may not acquire beneficial ownership of such securities within 60 days of the date hereof.

(2)            As described in Item 5 below, Mr. Walker, by virtue of his indirect ownership and status as a principal of EVM GP, EnerVest’s general partner, may be deemed to have beneficial ownership of an aggregate of 8,232,003 shares of Class A Common Stock, of which 7,622,882 are owned of record by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.

(1) EnerVest Investment Services, L.L.C. (“EIS, LLC”) may be deemed to have beneficial ownership of 7,622,882 shares of Class A Common Stock, which shares are directly owned of record by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.

Note: All share numbers on these cover pages presented on an as-converted basis.

This Amendment No. 15 to Schedule 13D (this “Final Amendment”) relates to shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Magnolia Oil & Gas Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

The address of the Issuer’s principal executive offices is Nine Greenway Plaza, Suite 1300, Houston, TX 77046.

The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosures:

(a)            On September 23, 2024, certain of the Record Holders and Magnolia Oil & Gas Parent LLC (“Magnolia LLC”) entered into an agreement whereby 500,000 shares of Class B Common Stock were transferred on the September 2024 Block Trade Closing Date (defined below), to the Issuer by certain of the Record Holders and subsequently cancelled in connection with certain of the Record Holders selling 500,000 units of Magnolia LLC to Magnolia LLC at the same price per unit as the shares of Class A Common Stock sold in the September 2024 Block Trade (defined below). Such shares were transferred on the September 2024 Block Trade Closing Date (defined below) to the Issuer in the amounts and from the Record Holders are set forth below:

(b)            In connection with the September 2024 Block Trade, on September 23, 2024, certain of the Record Holders agreed to exchange 4,934,442 shares of Class B Common Stock and an equal number of units in Magnolia LLC for 4,934,442 shares of Class A Common Stock. The 4,934,442 shares of Class B Common Stock will be cancelled upon the issuance of an equal number of Class A Common Stock as set forth below:

(c)            On September 23, 2024, the Record Holders agreed to sell 7,000,000 shares of Class A Common Stock to J.P. Morgan Securities LLC (the “Block Trade Purchaser”), in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933, as amended (the “May 2024 Block Trade”), at a price of $25.86 per share of Class A Common Stock. The September 2024 Block Trade closing date (the “September 2024 Block Trade Closing Date”) is September 25, 2024. As a result of the September 2024 Block Trade, the Block Trade Purchaser is expected to purchase on the September 2024 Block Trade Closing from the Record Holders the shares of Class A Common Stock in the amounts and from such holder set forth below:

(a) and (b):

*All share numbers presented in this table assume full conversion of Class B Common Stock (with the Units) to Class A Common Stock.

The filing of this Schedule 13D shall not be construed as an admission by any Filing Party that, for the purpose of Section 13(d) or 13(g) of the Act, such Filing Party is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Filing Party.

Except as indicated in this Item 5 or as set forth herein, neither the Filing Parties nor, to the best knowledge of the Filing Parties, any of the Listed Persons owns beneficially, or has any right to acquire, directly or indirectly, any additional shares of Class A Common Stock or Class B Common Stock.

The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:

The information set forth in Items 2 and 5 of the Schedule 13D is hereby incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D with respect to the undersigned is true, complete, and correct.

Dated as of September 25, 2024

EXHIBIT INDEX