Director Quinn William J returned 23,145,013 units of Class C Common Stock to the company, converted options into 23,145,013 shares and disposed of 23,145,013 shares (SEC Form 4)
$PR
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
Permian Resources Corp [ PR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/19/2024 | ||||||||||||||||||||||||||
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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 C Common Stock | 06/19/2024 | D | 23,145,013 | D | (1)(2) | 25,411,607 | I | See footnote(3)(4) | ||
| Class A Common Stock | 06/19/2024 | C | 23,145,013 | A | (1)(2) | 23,145,013 | I | See footnote(3)(4) | ||
| Class A Common Stock | 06/19/2024 | J(5) | 23,145,013 | D | (5) | 0 | I | See footnote(3)(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 | ||||||||
| Common Units | (1)(2) | 06/19/2024 | C | 23,145,013 | (1)(2) | (1)(2) | Class A Common Stock | 23,145,013 | (1)(2) | 25,411,607 | I | See footnote(3)(4) | |||
| Explanation of Responses: |
| 1. Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of Permian Resources Operating, LLC ("PRC"), at the request of the holder, each Common Unit of PRC (together with the delivery for no consideration of an equal number of shares of Class C common stock, par value $0.0001 per share ("Class C Common Stock") of the Issuer) may be redeemed, at PRC's election, for an equal number of newly-issued shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or for cash. The Common Units do not expire. Shares of Class C Common Stock do not represent economic interests in the Issuer. |
| 2. On June 19, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 15,898,286 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 7,246,727 Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for shares of Class A Common Stock. |
| 3. The Common Units reported herein are held directly by Pearl AIV, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") and Pearl Energy Investments II, L.P. ("Pearl II"). Pearl AIV is controlled by Pearl I GP, LP, its general partner. Pearl I GP, LP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl II is controlled by Pearl Energy Investment II GP, L.P. ("Pearl II GP, LP"), its general partner. Pearl II GP, LP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP," and together with all of the foregoing entities, the "Pearl Entities"). Pearl UGP and Pearl II UGP are controlled by the Reporting Person. |
| 4. The Reporting Person and each of the Pearl Entities disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose. |
| 5. The Reported Transaction represents a pro rata distribution, for no consideration by Pearl AIV and Pearl CIII to certain of its limited partners (the "Distribution"). The Reporting Person has no pecuniary interest in, or beneficial ownership of, any of the shares distributed in the Distribution and therefore disclaims all interest in the transactions reported herein. |
| /s/ William J. Quinn | 06/21/2024 | |
| ** 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. | ||