Director Pt Independence Energy Holdings Llc converted options into 36,813,628 shares and disposed of 36,813,628 units of Class B Common Stock (SEC Form 4)
$CRGY
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
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) 04/04/2025 | ||||||||||||||||||||||||||
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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 Common Stock(1) | 04/04/2025 | J(2) | 36,813,628 | D | $0(2) | 0(2) | D(3)(4)(5)(6) | |||
| Class A Common Stock | 04/04/2025 | C(2) | 36,813,628 | A | $0(2) | 36,854,748(2)(7) | D(3)(4)(5)(6) | |||
| Class A Common Stock | 50,708 | I | See Footnotes(3)(4)(5)(6) | |||||||
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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 | ||||||||
| Crescent Energy OpCo LLC Units | (2) | 04/04/2025 | C(2) | 36,813,628(2) | (2) | (2) | Class A Common Stock(1) | 36,813,628(2) | (2) | 0(2) | D(3)(4)(5)(6) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally. |
| 2. The terms of the Amended and Restated Limited Liability Company of Crescent Energy OpCo LLC ("OpCo") provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, or (b) a certain amount of cash. In connection with any redemption of OpCo LLC Units pursuant to the Redemption Right, the corresponding number of shares of Class B Common Stock will be cancelled. The OpCo LLC Units and the right to exercise the Redemption Right have no expiration date. |
| 3. Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of PT Independence Energy Holdings LLC (the "PT Reporting Person"), Liberty Energy Holdings, LLC ("LEH") has the sole right to vote or dispose of the OpCo Units and shares of Class A Common Stock and Class B Common Stock held by the PT Reporting Person. Therefore, LEH is deemed to have beneficial ownership of such OpCo Units and shares of Class A Common Stock and Class B Common Stock. The sole member of LEH is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes. |
| 4. (Continued from Footnote 3) Each of PT Reporting Person, LEH, Liberty Mutual, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the "Record Holders") 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 (the "Exchange Act"), to be the indirect beneficial owner of some or all of the equity interests referred to in note 5 owned by the Record Holders and, therefore, a "ten percent holder" hereunder. |
| 5. (Continued from Footnote 4) Each Record Holder disclaims beneficial ownership of such 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 Record Holders are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| 6. Erich Bobinsky and Bevin Brown (the "Directors") are officers of LEH and serve on the Board of Directors of the Issuer as nominees of the PT Reporting Person. The Issuer has granted to the Directors pursuant to the Crescent Energy Company 2021 Equity Incentive Plan, in their capacities as directors of the Issuer, an aggregate of 91,828 restricted stock units ("RSUs"), 41,120 of which are currently held by the Directors and 50,708 of which were settled and transferred to LEH, as described in the following note. Each RSU represents a contingent right to receive one share of Class A Common Stock. The Directors have agreed that they will not receive any separate compensation for serving as directors of the Issuer and will transfer to LEH any director compensation they receive from the Issuer, including any shares received in settlement of the RSUs. |
| 7. Includes 41,120 shares of Class A Common Stock received in settlement of a like amount of RSUs initially granted to the Directors, as described in the previous note. |
| Remarks: |
| Each of the foregoing entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
| PT INDEPENDENCE ENERGY HOLDINGS LLC, By: Brandi Kendall, Title: Vice President | 04/08/2025 | |
| LIBERTY MUTUAL HOLDING COMPANY INC., By: Vlad Barbalat, Title: Executive Vice President | 04/08/2025 | |
| ** 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. | ||