| 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
Crescent Energy Co [ CRGY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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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 A Common Stock | 714,357 | D(2) | ||||||||
| Class A Common Stock | 2,028,804 | I | See footnotes(3) | |||||||
| Class A Common Stock | 12/31/2024 | A | 28,957 | A | $14.4(1) | 1,905,736 | I | See footnote(4) | ||
| Class A Common Stock | 2,413,523 | I | See footnote(5) | |||||||
| Class A Common Stock | 12/31/2024 | A | 15,512 | A | $14.4(1) | 620,844 | I | See footnote(6) | ||
| Class A Common Stock | 607,741 | I | See footnote(7) | |||||||
| Class A Common Stock | 953,663 | I | See footnote(8) | |||||||
| Class A Common Stock | 489,058 | I | See footnote(9) | |||||||
| Class A Common Stock | 52,391 | I | See footnote(10) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. The shares of Crescent Energy Company's Class A common stock ("Common Stock") reported are being transferred to the reporting person from a third party in satisfaction of a pre-existing obligation of such third party to the reporting person. The Issuer has no connection with this transaction. |
| 2. The Common Stock is held in an IRA account for the benefit of John C. Goff. |
| 3. The Common Stock is held directly by Goff MCF Partners, LP ("Goff MCF"). GFS Contango GP, LLC ("GFS Contango") is the general partner of Goff MCF. GFS Management is the managing member of GFS Contango, GFS is the managing member of GFS Management, GFT is the controlling equity holder of GFS, the Trust is the managing member of GFT, and John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. The reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| 4. The Common Stock is held directly by JCG 2016 Holdings, LP ("Holdings"). JCG 2016 Management, LLC ("Holdings GP") is the general partner of Holdings, the Trust is the controlling equity holder of Holdings GP, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| 5. The Common Stock is held directly by the Trust. John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| 6. The Common Stock is held directly by Goff Family Investments, LP ("Goff Investments"). Goff Capital, Inc. ("Goff Capital") is the general partner of Goff Investments, the Trust is the controlling equity holder of Goff Capital, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| 7. The Common Stock is held directly by Goff MCEP Holdings, LLC ("Goff MCEP"). Goff Capital is the manager of Goff MCEP, the Trust is the controlling equity holder of Goff Capital, and John C. Goff is the trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| 8. The Common Stock is held directly by Goff MCEP II, LP ("MCEP II"). GFS MCEP GP, LLC ("GFS MCEP") is the general partner of MCEP II. GFS Management is the managing member of GFS MCEP, GFS is the managing member of GFS Management, GFT is the controlling equity holder of GFS, the Trust is the managing member of GFT, and John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| 9. The Common Stock is held directly by Goff Focused Energy Strategies, LP ("Goff Energy"). GFS Energy GP, LLC ("GFS Energy") is the general partner of Goff Energy. GFS Management is the managing member of GFS Energy, GFS is the managing member of GFS Management, GFT is the controlling equity holder of GFS, the Trust is the managing member of GFT, and John C. Goff is trustee of the Trust. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. The reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| 10. The Common Stock is held directly by The Goff Family Foundation ("GFF"). John C. Goff is the sole board member of GFF. By reason of the relationships described above, the reporting person may be deemed to share beneficial ownership of the securities reported herein. Each reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein. |
| /s/ John C. Goff | 01/03/2025 | |
| ** 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. | ||