SEC Form 3: Llc Group, Exploration Riley claimed ownership of 4,677,410 units of Common Stock
$TGC
Oil & Gas Production
Energy
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 02/26/2021 |
3. Issuer Name and Ticker or Trading Symbol
Riley Exploration Permian, Inc. [ REPX ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, par value $0.001 per share | 4,677,410(1)(2) | D(3)(4) | |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Exchangeable Promissory Note | 02/26/2021 | (5) | Common Stock | 443,599(5) | 14.72(5) | D(5)(6) | |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Each reporting person disclaims beneficial ownership of these securities except to the extent of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the securities for Section 16 or any other purpose. In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 21, 2020, by and among Tengasco, Inc. ("TGC"), Antman Sub, LLC, a wholly-owned subsidiary of TGC ("Merger Sub"), and Riley Exploration - Permian, LLC ("REP"), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, pursuant to which Merger Sub merged with and into REP with REP continuing as the surviving entity in the merger (the "Merger") and a wholly-owned subsidiary of TGC (which changed its name to "Riley Exploration Permian, Inc.", the "Issuer"), these shares were received in exchange for common units of REP. |
| 2. The share amounts of the Issuer's common stock reported reflect the 1-for-12 reverse stock split of the Issuer's common stock effected on February 26, 2021 immediately prior to the completion of the Merger. |
| 3. These shares are owned directly by Riley Exploration Group, LLC ("REG"). Yorktown Energy Partners IV, L.P. ("Yorktown IV"), Yorktown Energy Partners V, L.P. ("Yorktown V"), Yorktown Energy Partners VI, L.P. ("Yorktown VI"), Yorktown Energy Partners VII, L.P. ("Yorktown VII"), Yorktown Energy Partners VIII, L.P. ("Yorktown VIII"), Yorktown Energy Partners IX, L.P. ("Yorktown IX") and Yorktown Energy Partners X, L.P. ("Yorktown X") collectively own approximately 94% of REG. Yorktown IV Company LLC is the sole general partner of Yorktown IV. Yorktown V Company LLC is the sole general partner of Yorktown V. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP, the sole general partner of Yorktown VI. Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP, the sole general partner of Yorktown VII. Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP, the sole general partner of Yorktown VIII. |
| 4. (continuation of footnote 3) Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP, the sole general partner of Yorktown IX. Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X. |
| 5. REG and Yorktown X are parties to an Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of December 31, 2020, whereby REG promises to pay to Yorktown X a principal sum plus interest. Interest accrues at a rate of fifteen percent (15.00%) per annum. There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice. REG can prepay the Note at any time. Pursuant to the terms of the Note, following the consummation of the Merger, Yorktown X can elect to receive shares of Common Stock of the Issuer held by REG in exchange for cancellation of the Note. The reported number of shares and the exercise price are based on an exchange on March 1, 2021. |
| 6. The Note is held directly by Yorktown X. Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X. |
| Remarks: |
| This Form 3 is the second of two filings by Riley Exploration Group, LLC. Yorktown Energy Partners IV, L.P., Yorktown IV Company LLC, Yorktown Energy Partners V, L.P., Yorktown V Company LLC, Yorktown Energy Partners VI, L.P., Yorktown VI Associates LLC, Yorktown Energy Partners VII, L.P., Yorktown VII Associates LLC, and Yorktown Energy Partners VIII, L.P. (the "Other Filers") are also reporting persons. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Other Filers have filed a separate Form 3 that relates to the same securities reported herein. Thus, in total, there are 15 joint filers: the Other Filers and each person that is a signatory to this Form 3. |
| /s/ Corey N. Riley, President of Riley Exploration Group, LLC | 03/01/2021 | |
| Yorktown VIII Associates LLC /s/ Bryan H. Lawrence, Managing Member | 03/01/2021 | |
| Yorktown Energy Partners IX, L.P., By: Yorktown IX Company LP, its general partner, By: Yorktown IX Associates LLC, its general partner, /s/ Bryan H. Lawrence, Managing Member | 03/01/2021 | |
| Yorktown IX Associates LLC /s/ Bryan H. Lawrence, Managing Member | 03/01/2021 | |
| Yorktown Energy Partners X, L.P., By: Yorktown X Company LP, its general partner, By: Yorktown X Associates LLC, its general partner, /s/ Bryan H. Lawrence, Managing Member | 03/01/2021 | |
| Yorktown X Associates LLC /s/ Bryan H. Lawrence, Managing Member | 03/01/2021 | |
| ** 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 5 (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. | ||