SEC Form 4 · accession 0000903423-18-000648
Magnolia Oil & Gas Corp · MGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
Director · 10% Owner
James G Coulter
Director · 10% Owner
TPG Group Holdings (SBS) Advisors, Inc.
Director · 10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 21, 2018 · 4:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001698990
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4,F5 | Dec 21, 2018 | J | 7,910,778 | $0.00 | D | 8,647,222 | I | See Explanation of Responses |
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)F1,F2,F4,F5 | $11.50 | Dec 21, 2018 | J | 4,916,580 | D | Aug 30, 2018 | Jul 31, 2023 | Class A Common Stock | 4,916,580 | 5,083,420 | I |
Explanation of responses
- F1Effective December 21, 2018, TPG Pace Energy Sponsor, LLC distributed, in accordance with its limited liability company agreement, all of its shares of Class A common stock ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") and all of its warrants ("Warrants") pro rata to its members (the "Distribution").
- F2David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG Pace Governance, LLC, which is the managing member of TPG Pace Energy Sponsor Successor, LLC ("Pace Energy Sponsor Successor"), which directly holds 8,179,222 Class A Shares and 5,083,420 Warrants following the Distribution.
- F3Excluding Class A Shares directly held by Pace Energy Sponsor Successor, Mr. Bonderman holds directly or indirectly 368,000 Class A Shares, and Mr. Coulter holds directly or indirectly 100,000 Class A Shares.
- F4Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F5Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.