Director Capobianco David N returned $150,000,023 worth of Class B shares to the company (2,498,751 units at $60.03) (SEC Form 4)
$LB
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LandBridge Co LLC [ LB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B shares(1)(2) | 12/19/2024 | D(1)(2) | 2,498,751 | D | $60.03(1)(2) | 53,227,852(3) | I | See Footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| DBR Land Holdings LLC Units | (1)(2) | 12/19/2024 | D(1)(2) | 2,498,751 | (3) | (3) | Class A Shares | 2,498,751 | $60.03(1)(2) | 53,227,852 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. An aggregate 2,498,751 OpCo Units (as defined below) were transferred to the Issuer (as defined below) by the LandBridge Holdings LLC, a Delaware limited liability company ("LandBridge Holdings"), and a corresponding number of Class B Shares (as defined below) were contemporaneously forfeited by the reporting persons and cancelled by the Issuer (the "OpCo Unit Purchase") in exchange for an amount per OpCo Unit equal to $60.03, which was the amount per share received by the Issuer in connection with its private placement of an aggregate of 5,830,419 Class A Shares to select institutional and accredited investors on December 19, 2024. The OpCo Unit Purchase was made pursuant to a Purchase Agreement, dated December 19, 2024 (the "Purchase Agreement"), by and among LandBridge Holdings and the Issuer. The Purchase Agreement was specifically approved in advance by a majority of the Issuer's shareholders and the Issuer's board of directors. |
| 2. (Continued from footnote 1) The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended. |
| 3. Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ( "OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests (the "Class B Shares")) in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer (the "Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. The OpCo Units do not expire. The Class B Shares do not represent economic interests in the Issuer. |
| 4. LandBridge Holdings is ultimately controlled by the reporting person. As a result of the foregoing, the reporting person may exercise voting and dispositive power over the Class B Shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. The reporting person disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any. |
| /s/ David N. Capobianco | 12/23/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||