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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)*
Magnolia
Oil & Gas Corporation
(Name of Issuer)
Class A
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
559663109
(CUSIP Number)
J.
Andrew West
1001 Fannin Street, Suite 800
Houston, Texas 77002
(713) 659-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 14, 2024
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ¨
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 559663109 |
Schedule 13D |
Page 2 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest, Ltd./76-0378595
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Texas, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 15,122,882 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 15,122,882 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 15,122,882 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| 7.6% | |
| (14) | Type of Reporting Person (See Instructions): |
| PN |
Note: All share numbers on these cover pages presented on an as-converted basis.
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest, Ltd. (“EnerVest”) may be deemed to have beneficial ownership of 15,122,882 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”). Such shares are held (in the amounts set forth below) by EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-C, L.P. and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. (collectively, the “Record Holders”). The relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 3 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Management GP, L.C./76-0629541
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Texas, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 15,122,882 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 15,122,882 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 15,122,882 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| 7.6% | |
| (14) | Type of Reporting Person (See Instructions): |
| OO |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Management GP, L.C. (“EVM GP”) may be deemed to have beneficial ownership of 15,122,882 shares of Class A Common Stock. Such shares are held (in the amounts set forth below) by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 4 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Energy Institutional Fund XIV-A, L.P. / 47-2575103
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Delaware, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 7,252,407 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 7,252,407 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 7,252,407 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| 3.6% | |
| (14) | Type of Reporting Person (See Instructions): |
| PN |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-A, L.P. (“EV XIV-A”) shall own of record 7,252,407 shares of the Issuer’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), each share of which, pursuant to the Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC (“Magnolia LLC”), dated as of July 31, 2018 (the “LLC Agreement”), may be exchanged (by exchanging one unit in Magnolia LLC (a “Unit”) and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 5 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Energy Institutional Fund XIV-2A, L.P. / 81-2214106
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Delaware, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,387,880 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,387,880 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
1,387,880 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| Less than 1% | |
| (14) | Type of Reporting Person (See Instructions): |
| PN |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-2A, L.P. (“EV XIV-2A”) shall own of record 1,387,880 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 6 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Energy Institutional Fund XIV-3A, L.P. / 81-2835063
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Delaware, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 1,431,742 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 1,431,742 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 1,431,742 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| Less than 1% | |
| (14) | Type of Reporting Person (See Instructions): |
| PN |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-3A, L.P. (“EV XIV-3A”) shall own of record 1,431,742 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 7 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Energy Institutional Fund XIV-WIC, L.P. / 61-1751769
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Delaware, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 75,756 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 75,756 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
75,756 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| Less than 1% | |
| (14) | Type of Reporting Person (See Instructions): |
| PN |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-WIC, L.P. (“EV XIV-WIC”) shall own of record 75,756 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 8 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Energy Institutional Fund XIV-C, L.P. / 61-1751620
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Delaware, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 4,164,961 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 4,164,961 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 4,164,961 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| 2.1% | |
| (14) | Type of Reporting Person (See Instructions): |
| PN |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-C, L.P. (“EV XIV-C”) shall own of record 4,164,961 shares of Class A Common Stock. The relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 9 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Energy Institutional Fund XIV-C-AIV, L.P. / 83-1342712
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Delaware, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 810,136 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 810,136 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 810,136 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| Less than 1% | |
| (14) | Type of Reporting Person (See Instructions): |
| PN |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Energy Institutional Fund XIV-C-AIV, L.P. (“EV XIV-C-AIV”) shall own of record 810,136 shares of the Issuer’s Class B Common Stock, each share of which, pursuant to the LLC Agreement may be exchanged (by exchanging one Unit and one share of Class B Common Stock) for one share of Class A Common Stock. The ability to exchange Class B Common Stock for Class A Common Stock and the relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 10 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
John B. Walker
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 609,121(1) |
| (8) | Shared Voting Power 15,122,882 (2) | |
| (9) | Sole Dispositive Power 609,121(1) | |
| (10) | Shared Dispositive Power 15,122,882 (2) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 15,732,003 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| 7.9% | |
| (14) | Type of Reporting Person (See Instructions): |
| IN |
(1) Mr. Walker is the sole owner of 609,121 shares of Class A Common Stock and (b) 6,364 unvested restricted stock units (“RSUs”) granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the “Plan”). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date and, as such, Mr. Walker may not acquire beneficial ownership of such securities within 60 days of the date hereof.
(2) As described in Item 5 below, and after giving effect to the transactions reported herein, which are expected to close on May 16, 2024, Mr. Walker, by virtue of his indirect ownership and status as a principal of EVM GP, EnerVest’s general partner, may be deemed to have beneficial ownership of an aggregate of 15,732,003 shares of Class A Common Stock, of which 15,122,882 are owned of record by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.
| CUSIP No. 559663109 |
Schedule 13D |
Page 11 of 18 Pages |
| (1) | Name of Filing Parties: |
| I.R.S. Identification No. of Above Persons (entities only): | |
EnerVest Investment Services, L.L.C. /27-4656496
| |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): |
| (a) ¨ | |
(b) x
| |
| (3) | SEC Use Only: |
| (4) | Source of Funds (See Instructions): |
| OO | |
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
| Delaware, U.S. |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(7) | Sole Voting Power 0 |
| (8) | Shared Voting Power 15,122,882 (1) | |
| (9) | Sole Dispositive Power 0 | |
| (10) | Shared Dispositive Power 15,122,882 (1) |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: |
| 15,122,882 | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by Amount in Row (11): |
| 7.6% | |
| (14) | Type of Reporting Person (See Instructions): |
| IA |
(1) After giving effect to the transactions reported herein, which are expected to close on May 16, 2024, EnerVest Investment Services, L.L.C. (“EIS, LLC”) may be deemed to have beneficial ownership of 15,122,882 shares of Class A Common Stock, which shares are directly owned of record by the Record Holders. The relationship of the parties filing this Schedule 13D is described in Item 2.
Note: All share numbers on these cover pages presented on an as-converted basis.
| CUSIP No. 559663109 | Schedule 13D | Page 12 of 18 Pages |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 14 to Schedule 13D (this “Amendment”) relates to shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Magnolia Oil & Gas Corporation, a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
The address of the Issuer’s principal executive offices is Nine Greenway Plaza, Suite 1300, Houston, TX 77046.
| ITEM 2. | IDENTITY AND BACKGROUND |
The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosures:
(a) On May 14, 2024, certain of the Record Holders and Magnolia Oil & Gas Parent LLC (“Magnolia LLC”) entered into an agreement whereby 3,000,000 shares of Class B Common Stock are to be transferred on the May 2024 Block Trade Closing Date (defined below), to the Issuer by certain of the Record Holders and subsequently cancelled in connection with certain of the Record Holders selling 3,000,000 units of Magnolia LLC to Magnolia LLC at the same price per unit as the shares of Class A Common Stock sold in the May 2024 Block Trade (defined below). Such shares to be transferred on the May 2024 Block Trade Closing Date to the Issuer in the amounts and from the Record Holders are set forth below:
| Record Holder | Shares of Class A Common Stock Transferred | Shares of Class B Common Stock Transferred | ||||||
| EV XIV-A | 0 | 1,985,524 | ||||||
| EV XIV-2A | 0 | 379,966 | ||||||
| EV XIV-3A | 0 | 391,974 | ||||||
| EV XIV-WIC | 0 | 20,742 | ||||||
| EV XIV-C-AIV | 0 | 221,794 | ||||||
(b) In connection with the May 2024 Block Trade, on May 14, 2024, certain of the Record Holders agreed to exchange 7,868,884 shares of Class B Common Stock and an equal number of units in Magnolia LLC for 7,868,884 shares of Class A Common Stock. The 7,868,884 shares of Class B Common Stock will be cancelled upon the issuance of an equal number of Class A Common Stock as set forth below:
| CUSIP No. 559663109 |
Schedule 13D |
Page 13 of 18 Pages |
| Record Holder | Shares of Class A Common Stock Issued | Shares of Class B Common Stock Cancelled | ||||||
| EV XIV-A | 5,207,951 | 5,207,951 | ||||||
| EV XIV-2A | 996,637 | 996,637 | ||||||
| EV XIV-3A | 1,028,132 | 1,028,132 | ||||||
| EV XIV-WIC | 54,406 | 54,406 | ||||||
| EV XIV-C-AIV | 581,758 | 581,758 | ||||||
(c) On May 14, 2024, the Record Holders agreed to sell 12,000,000 shares of Class A Common Stock to J.P. Morgan Securities LLC (the “Block Trade Purchaser”), in an unregistered block trade pursuant to Rule 144 under the Securities Act of 1933, as amended (the “May 2024 Block Trade”), at a price of $25.58 per share of Class A Common Stock. The May 2024 Block Trade closing date (the “May 2024 Block Trade Closing Date”) is expected to be May 16, 2024. As a result of the May 2024 Block Trade, the Block Trade Purchaser is expected to purchase on the May 2024 Block Trade Closing from the Record Holders the shares of Class A Common Stock in the amounts and from such holder set forth below:
| Record Holder | Shares of Class A Common Stock Sold | |||
| EV XIV-A | 5,207,951 | |||
| EV XIV-2A | 996,637 | |||
| EV XIV-3A | 1,028,132 | |||
| EV XIV-WIC | 54,406 | |||
| EV XIV-C | 4,131,116 | |||
| EV XIV-C-AIV | 581,758 | |||
| CUSIP No. 559663109 |
Schedule 13D |
Page 14 of 18 Pages |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b):
| Reporting Persons | Number of Shares With Sole Voting Power | Number of Shares With Shared Voting Power | Sole Beneficial Ownership | Shared Beneficial Ownership | Percentage of Class Beneficially Owned | |||||||||||||||
| EnerVest | 0 | 15,122,882 | 0 | 15,122,882 | 7.6% | |||||||||||||||
| EVM GP | 0 | 15,122,882 | 0 | 15,122,882 | 7.6% | |||||||||||||||
| EV XIV-A | 0 | 7,252,407 | 0 | 7,252,407 | 3.6% | |||||||||||||||
| EV XIV-2A | 0 | 1,387,880 | 0 | 1,387,880 | Less than 1% | |||||||||||||||
| EV XIV-3A | 0 | 1,431,742 | 0 | 1,431,742 | Less than 1% | |||||||||||||||
| EV XIV-WIC | 0 | 75,756 | 0 | 75,756 | Less than 1% | |||||||||||||||
| EV XIV-C | 0 | 4,164,961 | 0 | 4,164,961 | 2.1% | |||||||||||||||
| EV XIV-C-AIV | 0 | 810,136 | 0 | 810,136 | Less than 1% | |||||||||||||||
| John B. Walker | 609,121 | 15,122,882 | 609,121 | 15,732,003 | 7.9% | |||||||||||||||
| EIS, LLC | 0 | 15,122,882 | 0 | 15,122,882 | 7.6% | |||||||||||||||
*All share numbers presented in this table assume full conversion of Class B Common Stock (with the Units) to Class A Common Stock.
The filing of this Schedule 13D shall not be construed as an admission by any Filing Party that, for the purpose of Section 13(d) or 13(g) of the Act, such Filing Party is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Filing Party.
Except as indicated in this Item 5 or as set forth herein, neither the Filing Parties nor, to the best knowledge of the Filing Parties, any of the Listed Persons owns beneficially, or has any right to acquire, directly or indirectly, any additional shares of Class A Common Stock or Class B Common Stock.
| (c) | Other than as reported herein (including as may have been reported in EnerVest’s initial Schedule 13D filed with the SEC on August 10, 2018 or in any amendment thereto), none of the Filing Parties has effected any transactions involving the Class A Common Stock in the 60 days prior to filing this Amendment. |
| (d) | No person other than the Filing Parties has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the shares of Class A Common Stock and Class B Common Stock owned of record by the EnerVest entities. |
| CUSIP No. 559663109 |
Schedule 13D |
Page 15 of 18 Pages |
| (e) | Not applicable. |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
The information set forth in Items 2 and 5 of the Schedule 13D is hereby incorporated by reference into this Item 6.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| 7.1 | Registration Rights Agreement, dated as of July 31, 2018, by and among Magnolia Oil & Gas Corporation, EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-C, L.P., EnerVest Energy Institutional Fund XIV-C-AIV, L.P., TPG Pace Energy Sponsor, LLC, Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018). |
| 7.2 | Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC, dated as of July 31, 2018 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018). |
| 7.3 | Joint Filing Agreement (incorporated by reference to Exhibit 7.6 to EnerVest’s Schedule 13D, filed with the SEC on August 10, 2018). |
| CUSIP No. 559663109 | Schedule 13D | Page 16 of 18 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D with respect to the undersigned is true, complete, and correct.
Dated as of May 15, 2024
| EnerVest Management GP, L.C. | ||
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| EnerVest, Ltd. | ||
| By: | EnerVest Management GP, L.C., its General Partner | |
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| EnerVest Energy Institutional Fund XIV-A, L.P. | ||
| By: | EVFA GP XIV, LLC, its Managing General Partner | |
| By: | EnerVest, Ltd., its sole member | |
| By: | EnerVest Management GP, L.C., its General Partner | |
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| EnerVest Energy Institutional Fund XIV-2A, L.P. | ||
| By: | EVFA XIV-2A, LLC, its Managing General Partner | |
| By: | EnerVest, Ltd., its sole member | |
| By: | EnerVest Management GP, L.C., its General Partner | |
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| EnerVest Energy Institutional Fund XIV-3A, L.P. | ||
| By: | EVFA XIV-3A, LLC, its Managing General Partner | |
| By: | EnerVest, Ltd., its sole member | |
| By: | EnerVest Management GP, L.C., its General Partner | |
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| CUSIP No. 559663109 | Schedule 13D | Page 17 of 18 Pages |
| EnerVest Energy Institutional Fund XIV-WIC, L.P. | ||
| By: | EnerVest Holding XIV, LLC, its General Partner | |
| By: | EnerVest, Ltd., its sole member | |
| By: | EnerVest Management GP, L.C., its General Partner | |
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| EnerVest Energy Institutional Fund XIV-C, L.P. | ||
| By: | EVFC GP XIV, LLC, its Managing General Partner | |
| By: | EnerVest, Ltd., its sole member | |
| By: | EnerVest Management GP, L.C., its General Partner | |
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| EnerVest Energy Institutional Fund XIV-C-AIV, L.P. | ||
| By: | EVFC GP XIV, LLC, its Managing General Partner | |
| By: | EnerVest, Ltd., its sole member | |
| By: | EnerVest Management GP, L.C., its General Partner | |
| By: | /s/ Jud Walker | |
| Name: | Jud Walker | |
| Title: | President & Chief Executive Officer | |
| EnerVest Investment Services, L.L.C. | ||
| By: | EnerVest Holding, L.P., its Sole Member | |
| By: | EnerVest Operating, L.L.C., its General Partner | |
| By: | /s/ Travis W. Hancock | |
| Name: | Travis W. Hancock | |
| Title: | Senior Vice President & Chief Financial Officer | |
| /s/ John B. Walker | ||
| John B. Walker | ||
| CUSIP No. 559663109 | Schedule 13D | Page 18 of 18 Pages |
EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION |
| 7.1 | Registration Rights Agreement, dated as of July 31, 2018, by and among Magnolia Oil & Gas Corporation, EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-C, L.P., EnerVest Energy Institutional Fund XIV-C-AIV, L.P., TPG Pace Energy Sponsor, LLC, Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018). |
| 7.2 | Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC, dated as of July 31, 2018 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018). |
| 7.3 | Joint Filing Agreement (incorporated by reference to Exhibit 7.6 to EnerVest’s Schedule 13D, filed with the SEC on August 10, 2018). |