SEC Form 4 · accession 0001104659-16-150068
Permian Resources Corp · PR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David M Leuschen
Director · 10% Owner
Pierre F Lapeyre Jr.
Director · 10% Owner
RIVERSTONE HOLDINGS LLC
10% Owner
Silver Run Sponsor, LLC
10% Owner
Silver Run Sponsor Manager, LLC
10% Owner
Period of report
Oct 11, 2016
Accepted (ET)
Oct 13, 2016 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001658566
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Oct 11, 2016 | A | 81,005,000 | $10.00 | A | 81,005,000 | I | See footnotes |
| Class A Common StockF3,F4 | Oct 11, 2016 | C | 12,380,000 | — | A | 12,380,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F5,F4 | $11.50 | Oct 11, 2016 | P | 8,000,000 | A | — | — | Class A Common Stock | 8,000,000 | 8,000,000 | I |
| Class B Common StockF4,F3 | — | Oct 11, 2016 | C | 12,380,000 | D | — | — | Class A Common Stock | 12,380,000 | 0 | I |
Explanation of responses
- F1The Class A Common Stock is held of record by Riverstone Centennial Holdings, L.P. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC. Riverstone Holdings, LLC is the sole shareholder of Riverstone Energy GP VI Corp., which is the managing member of Riverstone Energy GP VI, LLC, which is the general partner of Riverstone Energy Partners VI, L.P., which is the managing member of Riverstone VI REL Holdings GP, LLC, which is the general partner of Riverstone Centennial Holdings, L.P. Riverstone Energy GP VI, LLC is managed by an eight person managing committee consisting of Pierre F. Lapeyre, Jr., David M. Leuschen, James T. Hackett, Michael B. Hoffman, N. John Lancaster, Andrew W. Ward, Mark G. Papa and, on a rotating basis, one of E. Bartow Jones, Baran Tekkora and Robert M. Tichio.
- F2The members of the managing committee of Riverstone Energy GP VI Corp., Riverstone Energy GP VI, LLC, Riverstone Energy Partners VI, L.P. and Riverstone VI REL Holdings GP, LLC may be deemed to share beneficial ownership of the securities held of record by Riverstone Centennial Holdings, L.P. Each such entity or person and each of Silver Run Sponsor, LLC and Silver Run Sponsor Manager, LLC disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Riverstone Energy GP VI Corp., Riverstone Energy GP VI, LLC, Riverstone Energy Partners VI, L.P., Riverstone VI REL Holdings GP, LLC, and Riverstone Centennial Holdings, L.P. have separately filed a Form 3 regarding the Class A Common Stock reported herein.
- F3The Class B Common Stock automatically converted into Class A Common Stock on a 1-to-1 basis and had no expiration date.
- F4The securities are held of record by Silver Run Sponsor, LLC. Silver Run Sponsor Manager, LLC is the managing member of Silver Run Sponsor, LLC. Riverstone Holdings LLC is the managing member of Silver Run Sponsor Manager, LLC. David Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Holdings LLC and have or share voting and investment discretion with respect to the securities held of record by Silver Run Sponsor, LLC. As such, each of Silver Run Sponsor Manager, LLC, Riverstone Holdings LLC, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor, LLC. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F5The warrants were purchased by Silver Run Sponsor, LLC simultaneous with the closing of the issuer's initial public offering on February 29, 2016. The warrants became exercisable after the completion of the Initial Business Combination, which occurred on October 11, 2016, and may now be exercised for of Class A Common Stock beginning 30 days after the Initial Business Combination. The warrants will expire five years after the Initial Business Combination or earlier upon redemption or liquidation.