SEC Form 3 · accession 0000899243-18-024171
Enduro Royalty Trust · PVL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Graham C Goldsmith
10% Owner
Cross Ocean USSS GP Ltd
10% Owner
Cross Ocean USSS GP LP
10% Owner
Cross Ocean Partners Management LP
10% Owner
PERMIANVILLE HOLDINGS LLC
10% Owner
GG Managers LLC
10% Owner
Period of report
Aug 31, 2018
Accepted (ET)
Sep 10, 2018 · 9:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001520048
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Trust UnitsF8,F1,F2,F3,F4,F5,F6,F7 | holding | — | — | — | 8,600,000 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects securities held directly by Permianville Holdings LLC ("Holdings").
- F2Permianville Intermediary LLC - Series 1 ("Series 1 Intermediary"), Permianville Intermediary LLC - Series 2 ("Series 2 Intermediary"), Permianville Intermediary LLC - Series 3 ("Series 3 Intermediary") and Cross Ocean USSS Fund I (A) Del Feeder LP ("DE Feeder") are the sole members of Holdings. Cross Ocean USSS Fund I (A) (Cayman) LP ("Cayman Feeder"), Cross Ocean USSS SIF I LP ("Cross Ocean SIF") and T-VI Co ES LP are the sole members of each of Series 1 Intermediary, Series 2 Intermediary and Series 3 Intermediary. Cross Ocean USSS GP LP ("Cross Ocean GP") is the sole general partner of Cayman Feeder, DE Feeder and Cross Ocean SIF. Cross Ocean USSS GP Ltd ("Cross Ocean Ltd") is the sole general partner of Cross Ocean GP.
- F3(Continuation from footnote 2) Cross Ocean Partners Management LP ("Cross Ocean Management") is the sole member of Cross Ocean Ltd. Cross Ocean Partners Management GP, LLC ("Management GP") is the sole general partner of Cross Ocean Management. GG Managers LLC ("GG Managers") is the sole member of Management GP. Graham Goldsmith is the sole member of GG Managers. T-VI Co ES GP LLC ("T-VI GP") is the sole general partner of T-VI Co ES LP. Trident VI, L.P. ("Trident VI") is the sole member of T-VI GP. Trident Capital VI, LP ("Trident Capital") is the sole general partner of Trident VI.
- F4Series 1 Intermediary and Series 2 Intermediary can each be deemed to beneficially own 2,293,053 and Series 3 Intermediary can be deemed to beneficially own 2,293,052 trust units of the Issuer. DE Feeder can be deemed to beneficially own 1,720,842 trust units. Cayman Feeder can be deemed to beneficially own 1,165,871 trust units. Cross Ocean SIF can be deemed to beneficially own 2,233,017 of the Trust Units. T-VI Co ES LP, T-VI GP, Trident VI and Trident Capital can be deemed to beneficially own 3,480,270 of the Trust Units. Cross Ocean GP, Cross Ocean Ltd, Cross Ocean Management, Management GP and GG Managers can each be deemed to beneficially own 5,119,730 of the Trust Units.
- F5Information with respect to each of the reporting persons is given solely by such reporting person, and no reporting person has responsibility for the accuracy or completeness of information supplied by another reporting person.
- F6Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F7Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
- F8In connection with the closing of the transactions contemplated by the purchase and sale agreement, dated as of July 19, 2018, by and among Enduro Operating LLC ("Enduro") and COERT Holdings 1 LLC, for aggregate, gross consideration of $35,750,000, before the effects of customary purchase price adjustment, Enduro transferred, among other items, 8,600,000 Trust Units to Holdings.
Remarks
Form 2 of 2