United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 17)*
Permian Resources Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
71424F105
(CUSIP Number)
Christina Shalhoub
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, NY 10019
(212) 993-0076
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2024
(Date of Event which Requires Filing of this Statement)
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), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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. 71424F105 | 13D | Page 1 of 29 Pages |
| 1 |
Names of Reporting Persons
Silver Run Sponsor, LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
1,784,102
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
1,784,102
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,784,102
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.3%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 2 of 29 Pages |
| 1 |
Names of Reporting Persons
Silver Run Sponsor Manager, LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
1,784,102
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
1,784,102
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,784,102
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.3%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 3 of 29 Pages |
| 1 |
Names of Reporting Persons
REL US Centennial Holdings, LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
10,052,173
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
10,052,173
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,052,173
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.6%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 4 of 29 Pages |
| 1 |
Names of Reporting Persons
REL IP General Partner LP
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Cayman Islands
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
10,052,173
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
10,052,173
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,052,173
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.6%
| |
| 14 |
Type of Reporting Person
PN
| |
| CUSIP No. 71424F105 | 13D | Page 5 of 29 Pages |
| 1 |
Names of Reporting Persons
REL IP General Partner Limited
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Cayman Islands
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
10,052,173
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
10,052,173
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,052,173
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.6%
| |
| 14 |
Type of Reporting Person
CO
| |
| CUSIP No. 71424F105 | 13D | Page 6 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Energy Limited Investment Holdings, LP
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Cayman Islands
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
10,052,173
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
10,052,173
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,052,173
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.6%
| |
| 14 |
Type of Reporting Person
PN
| |
| CUSIP No. 71424F105 | 13D | Page 7 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Holdings II (Cayman) Limited
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Cayman Islands
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
10,052,173
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
10,052,173
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,052,173
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
1.6%
| |
| 14 |
Type of Reporting Person
CO
| |
| CUSIP No. 71424F105 | 13D | Page 8 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Non-ECI USRPI AIV, L.P.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
2,661,272
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
2,661,272
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,661,272
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.4%
| |
| 14 |
Type of Reporting Person
PN
| |
| CUSIP No. 71424F105 | 13D | Page 9 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Non-ECI USRPI AIV GP, L.L.C.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
2,661,272
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
2,661,272
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,661,272
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.4%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 10 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Non-ECI Partners GP (Cayman), L.P.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Cayman Islands
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
2,661,272
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
2,661,272
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,661,272
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.4%
| |
| 14 |
Type of Reporting Person
PN
| |
| CUSIP No. 71424F105 | 13D | Page 11 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Non-ECI GP Cayman LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
2,661,272
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
2,661,272
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,661,272
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.4%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 12 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Non-ECI GP Ltd.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Cayman Islands
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
2,661,272
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
2,661,272
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,661,272
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
0.4%
| |
| 14 |
Type of Reporting Person
CO
| |
| CUSIP No. 71424F105 | 13D | Page 13 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone VI Centennial QB Holdings, L.P.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
26,474,419
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
26,474,419
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,474,419
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.2%
| |
| 14 |
Type of Reporting Person
PN
| |
| CUSIP No. 71424F105 | 13D | Page 14 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Energy Partners VI, L.P.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
26,474,419
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
26,474,419
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,474,419
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.2%
| |
| 14 |
Type of Reporting Person
PN
| |
| CUSIP No. 71424F105 | 13D | Page 15 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Energy GP VI, LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
26,474,419
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
26,474,419
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,474,419
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.2%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 16 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Energy GP VI Corp
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
26,474,419
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
26,474,419
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
26,474,419
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.2%
| |
| 14 |
Type of Reporting Person
CO
| |
| CUSIP No. 71424F105 | 13D | Page 17 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Holdings LLC
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
28,258,521
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
28,258,521
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
28,258,521
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
4.5%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 18 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone/Gower Mgmt Co Holdings, L.P.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
38,310,694
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
38,310,694
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
38,310,694
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
6.1%
| |
| 14 |
Type of Reporting Person
PN
| |
| CUSIP No. 71424F105 | 13D | Page 19 of 29 Pages |
| 1 |
Names of Reporting Persons
Riverstone Management Group, L.L.C.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | |
| 6 |
Citizenship or Place of Organization
Delaware
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7 |
Sole Voting Power
0
|
| 8 |
Shared Voting Power
38,310,694
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
38,310,694
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
38,310,694
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
6.1%
| |
| 14 |
Type of Reporting Person
OO (Delaware limited liability company)
| |
| CUSIP No. 71424F105 | 13D | Page 20 of 29 Pages |
| 1 |
Names of Reporting Persons
David M. Leuschen
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check 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
0
|
| 8 |
Shared Voting Power
41,596,969
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
41,596,969
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
41,596,969
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
6.7%
| |
| 14 |
Type of Reporting Person
IN
| |
| CUSIP No. 71424F105 | 13D | Page 21 of 29 Pages |
| 1 |
Names of Reporting Persons
Pierre F. Lapeyre, Jr.
| |
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 |
SEC Use Only
| |
| 4 |
Source of Funds (See Instructions)
OO
| |
| 5 | Check 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
0
|
| 8 |
Shared Voting Power
40,971,966
| |
| 9 |
Sole Dispositive Power
0
| |
| 10 |
Shared Dispositive Power
40,971,966
|
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,971,966
| |
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
¨
|
| 13 |
Percent of Class Represented by Amount in Row (11)
6.6%
| |
| 14 |
Type of Reporting Person
IN
| |
| CUSIP No. 71424F105 | 13D | Page 22 of 29 Pages |
Explanatory Note
This Amendment No. 17 to Schedule 13D (this “Amendment No. 17”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 21, 2016 (as amended to date, the “Schedule 13D”), relating to the Class A Common Stock (the “Class A Common Stock”) of Permian Resources Corporation (formerly known as Centennial Resource Development, Inc.) (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is amended and supplemented as follows:
May 2024 Sales
On May 13, 2024, Riverstone VI Centennial QB Holdings, L.P. (“Riverstone QB Holdings”), Riverstone Non-ECI USRPI AIV, L.P. (“Riverstone Non-ECI”), Silver Run Sponsor, LLC (“Silver Run Sponsor”), and David M. Leuschen (collectively, the “Riverstone Parties”) sold an aggregate of 6,000,000 shares of Class A Common Stock at a price of $16.42 per share (the “Offering”) to Goldman Sachs & Co. LLC (the “Underwriter”) pursuant to an underwriting agreement dated as of May 13, 2024 (the “Underwriting Agreement”), by and among the Issuer, the Underwriter, the Riverstone Parties and certain other selling stockholders. The Offering closed on May 15, 2024.
Pursuant to the Underwriting Agreement, each of the Riverstone Parties has agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, such each Riverstone Party will not, during the period ending 45 days after the date of the final prospectus filed in connection with the Offering: (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, pledge, grant any option, right or warrant to purchase, make any short sale, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock, or any options or warrants to purchase any shares of Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 14 hereto and is incorporated herein by reference.
| CUSIP No. 71424F105 | 13D | Page 23 of 29 Pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date hereof, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 624,160,419 shares of Class A Common Stock outstanding as of May 13, 2024, following the Offering.
| Reporting Person | Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
| Silver Run Sponsor, LLC | 1,784,102 | 0.3 | % | 0 | 1,784,102 | 0 | 1,784,102 | |||||||||||||||||
| Silver Run Sponsor Manager, LLC | 1,784,102 | 0.3 | % | 0 | 1,784,102 | 0 | 1,784,102 | |||||||||||||||||
| REL US Centennial Holdings, LLC | 10,052,173 | 1.6 | % | 0 | 10,052,173 | 0 | 10,052,173 | |||||||||||||||||
| REL IP General Partner LP | 10,052,173 | 1.6 | % | 0 | 10,052,173 | 0 | 10,052,173 | |||||||||||||||||
| REL IP General Partner Limited | 10,052,173 | 1.6 | % | 0 | 10,052,173 | 0 | 10,052,173 | |||||||||||||||||
| Riverstone Energy Limited Investment Holdings, LP | 10,052,173 | 1.6 | % | 0 | 10,052,173 | 0 | 10,052,173 | |||||||||||||||||
| Riverstone Holdings II (Cayman) Ltd. | 10,052,173 | 1.6 | % | 0 | 10,052,173 | 0 | 10,052,173 | |||||||||||||||||
| Riverstone Non-ECI USRPI AIV, L.P. | 2,661,272 | 0.4 | % | 0 | 2,661,272 | 0 | 2,661,272 | |||||||||||||||||
| Riverstone Non-ECI USRPI AIV GP, L.L.C. | 2,661,272 | 0.4 | % | 0 | 2,661,272 | 0 | 2,661,272 | |||||||||||||||||
| Riverstone Non-ECI Partners GP (Cayman), L.P. | 2,661,272 | 0.4 | % | 0 | 2,661,272 | 0 | 2,661,272 | |||||||||||||||||
| Riverstone Non-ECI GP Cayman LLC | 2,661,272 | 0.4 | % | 0 | 2,661,272 | 0 | 2,661,272 | |||||||||||||||||
| Riverstone Non-ECI GP Ltd. | 2,661,272 | 0.4 | % | 0 | 2,661,272 | 0 | 2,661,272 | |||||||||||||||||
| Riverstone VI Centennial QB Holdings, L.P. | 26,474,419 | 4.2 | % | 0 | 26,474,419 | 0 | 26,474,419 | |||||||||||||||||
| Riverstone Energy Partners VI, L.P. | 26,474,419 | 4.2 | % | 0 | 26,474,419 | 0 | 26,474,419 | |||||||||||||||||
| Riverstone Energy GP VI, LLC | 26,474,419 | 4.2 | % | 0 | 26,474,419 | 0 | 26,474,419 | |||||||||||||||||
| Riverstone Energy GP VI Corp | 26,474,419 | 4.2 | % | 0 | 26,474,419 | 0 | 26,474,419 | |||||||||||||||||
| Riverstone Holdings LLC | 28,258,521 | 4.5 | % | 0 | 28,258,521 | 0 | 28,258,521 | |||||||||||||||||
| Riverstone/Gower Mgmt Co Holdings, L.P. | 38,310,694 | 6.1 | % | 0 | 38,310,694 | 0 | 38,310,694 | |||||||||||||||||
| Riverstone Management Group, L.L.C. | 38,310,694 | 6.1 | % | 0 | 38,310,694 | 0 | 38,310,694 | |||||||||||||||||
| David M. Leuschen | 41,596,969 | 6.7 | % | 0 | 41,596,969 | 0 | 41,596,969 | |||||||||||||||||
| Pierre F. Lapeyre Jr. | 40,971,966 | 6.6 | % | 0 | 40,971,966 | 0 | 40,971,966 | |||||||||||||||||
Silver Run Sponsor is the record holder of 1,784,102 shares of Class A Common Stock. REL US is the record holder of 10,052,173 shares of Class A Common Stock. Riverstone Non-ECI is the record holder of 2,661,272 shares of Class A Common Stock. Riverstone QB Holdings is the record holder of 26,474,419 shares of Class A Common Stock. David M. Leuschen is the record holder of 625,003 shares of Class A Common Stock.
Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management. Riverstone Management is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings and the sole shareholder of Riverstone Holdings II. Riverstone Holdings is the managing member of Silver Run Manager, which is the managing member of Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Management, Riverstone/Gower, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims beneficial ownership of these securities.
| CUSIP No. 71424F105 | 13D | Page 24 of 29 Pages |
Riverstone Holdings is also the sole shareholder of Riverstone Energy Corp, which is the managing member of Riverstone Energy GP, which is the general partner of Riverstone Energy Partners, which is the general partner of Riverstone QB Holdings. As such, each of Riverstone Energy Partners, Riverstone Energy GP, Riverstone Energy Corp, Riverstone Holdings, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone QB Holdings. Each such entity or person disclaims beneficial ownership of these securities.
Riverstone Holdings II is the general partner of Riverstone Investment, which is the sole shareholder of REL IP GP, which is the general partner of REL IP, which is the managing member of REL US. As such, each of REL IP, REL IP GP, Riverstone Investments, Riverstone Holdings II, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by REL US. Each such entity or person disclaims beneficial ownership of these securities.
Non-ECI GP Ltd. is the sole member of Non-ECI Cayman GP, which is the general partner of Non-ECI Cayman, which is the sole member of Riverstone Non-ECI GP, which is the general partner of Riverstone Non-ECI. Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre, who have or share voting and investment discretion with respect to the securities held of record by Riverstone Non-ECI. As such, each of Riverstone Non-ECI GP, Non-ECI Cayman, Non-ECI Cayman GP, Non-ECI GP Ltd., Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone Non-ECI. Each such entity or person disclaims beneficial ownership of these securities.
| (c) | Except as described in Item 4, during the past 60 days neither the Reporting Persons nor any of the Related Persons has effected any transactions with respect to the Class A Common Stock. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
| CUSIP No. 71424F105 | 13D | Page 25 of 29 Pages |
Except as described in Item 4, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
| Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Schedule 13D is amended and supplemented as follows:
| Exhibit Number |
Description | ||
| 14 | Underwriting Agreement, dated as of May 13, 2023 (incorporated by reference to Exhibit 1.1 to the Issuer’s current report on Form 8-K filed on May 15, 2024). |
| CUSIP No. 71424F105 | 13D | Page 26 of 29 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 15, 2024
| Silver Run Sponsor, LLC | ||
| By: | Silver Run Sponsor Manager, LLC, its managing member | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Managing Director | |
| Silver Run Sponsor Manager, LLC | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Managing Director | |
| REL US Centennial Holdings, LLC | ||
| By: | REL IP General Partner LP, its managing member | |
| By: | REL IP General Partner Limited, its general partner | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Director | |
| REL IP General Partner LP | ||
| By: | REL IP General Partner Limited, its general partner | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Director | |
| REL IP General Partner Limited | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Director | |
| CUSIP No. 71424F105 | 13D | Page 27 of 29 Pages |
| Riverstone Energy Limited Investment Holdings, LP | ||
| By: | Riverstone Holdings II (Cayman) Ltd., its general partner | |
| By: | /s/ David M. Leuschen | |
| Name: | David M. Leuschen | |
| Title: | Director | |
| Riverstone Holdings II (Cayman) Ltd. | ||
| By: | /s/ David M. Leuschen | |
| Name: | David M. Leuschen | |
| Title: | Director | |
| Riverstone Non-ECI USRPI AIV, L.P. | ||
| By: | Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Managing Director | |
| Riverstone Non-ECI USRPI AIV GP, L.L.C. | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Managing Director | |
| Riverstone Non-ECI Partners GP (Cayman), L.P. | ||
| By: | Riverstone Non-ECI GP Cayman LLC, its general partner | |
| By: | Riverstone Non-ECI GP Ltd., its sole member | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Director | |
| CUSIP No. 71424F105 | 13D | Page 28 of 29 Pages |
| Riverstone Non-ECI GP Cayman LLC | ||
| By: | Riverstone Non-ECI GP Ltd., its sole member | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Director | |
| Riverstone Non-ECI GP Ltd. | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Director | |
| Riverstone VI Centennial QB Holdings, L.P. | ||
| By: | Riverstone Energy Partners VI, L.P., its general partner | |
| By: | Riverstone Energy GP VI, LLC, its general partner | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Managing Director | |
| Riverstone Energy Partners VI, L.P. | ||
| By: | Riverstone Energy GP VI, LLC, its general partner | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Managing Director | |
| Riverstone Energy GP VI, LLC | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Managing Director | |
| Riverstone Energy GP VI Corp | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Vice President | |
| CUSIP No. 71424F105 | 13D | Page 29 of 29 Pages |
| Riverstone Holdings LLC | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Authorized Person | |
| Riverstone/Gower Mgmt Co Holdings, L.P. | ||
| By: | Riverstone Management Group, L.L.C., its general partner | |
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Manager | |
| Riverstone Management Group, L.L.C. | ||
| By: | /s/ Thomas Smith | |
| Name: | Thomas Smith | |
| Title: | Manager | |
| David M. Leuschen | ||
| By: | /s/ David M. Leuschen | |
| Pierre F. Lapeyre, Jr. | ||
| By: | /s/ Pierre F. Lapeyre | |