Amendment: SEC Form SCHEDULE 13D/A filed by Permian Resources Corporation
$PR
Oil & Gas Production
Energy
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Permian Resources Corporation (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
71424F105 (CUSIP Number) |
Matthew Pacey, P.C. 609 Main Street, Houston, TX, 77002 (713) 836-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/19/2025 (Date of Event Which Requires Filing of This Statement) |
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), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
Pearl Energy Investments II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
Pearl Energy Investments AIV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
Pearl Energy Investment GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
Pearl Energy Investment UGP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
Pearl CIII Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
Pearl Energy Investments II GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
Pearl Energy Investment II UGP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 71424F105 |
| 1 |
Name of reporting person
William J. Quinn | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,245,584.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.30 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This reported securities represent 1,312,429 shares of Class A Common Stock ("Class A Shares") and 7,933,155 Class A Shares issuable upon conversion of Units and Class C Common Stock ("Class C Shares"). The percentage of class is calculated based upon 702,730,246 Class A Shares outstanding as of July 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 7, 2025, as increased by 7,933,155 Class A Shares issuable upon conversion of Units and Class C Shares held by the reporting person.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Permian Resources Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
300 N. MARIENFELD ST., SUITE 1000, MIDLAND,
TEXAS
, 79701. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D filed by the undersigned with the SEC on September 12, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on March 6, 2024 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on May 16, 2024 ("Amendment No. 2") and Amendment No. 3 filed with the SEC on June 21, 2024 ("Amendment No. 3" and together with Amendment No. 2, Amendment No. 1 and the Original Schedule 13D, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D. This Amendment No. 4 is being filed on behalf of the reporting persons identified on the cover pages of this Amendment No. 4. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof:
On September 16, 2025, William J. Quinn and his personal investment vehicle received a distribution of an aggregate of 7,933,155 Opco Common Units and Class C Shares. The remainder of the previously reported Opco Common Units and Class C Shares were converted into Class A Shares and distributed for no consideration to limited partners and members of the reporting persons (the "September 2025 Transactions"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to row 9 and 11 on each cover page. | |
| (b) | See responses to rows 5, 6, 7 and 8 on each cover page. | |
| (c) | Except for the September 2025 Transactions described in Item 3 hereof, the reporting persons have not effected any transactions in Class A Shares within the prior 60 days. | |
| (e) | As reflected in Amendment No. 3, the reporting persons beneficially owned less than 5% of the Issuer's Class A Common Stock as of June 19, 2024. After giving effect to the September 2025 Transactions, William J. Quinn's ownership decreased to 1.3% and all other reporting persons on this statement ceased to beneficially own any Issuer securities. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. 99.1 Joint Filing Agreement, dated as of May 16, 2024, by and among the Reporting Persons (filed as Exhibit 99.1 to the SC 13D/A filed with the SEC on May 16, 2024 and incorporated herein by reference). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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