SEC Form 4 · accession 0001144204-18-046325
Magnolia Oil & Gas Corp · MGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
EnerVest, Ltd.
10% Owner
EnerVest Investment Services, L.L.C.
10% Owner
EnerVest Management GP, L.C.
10% Owner
Period of report
Aug 16, 2018
Accepted (ET)
Aug 24, 2018 · 6:52 pm EDT
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 | Aug 16, 2018 | A | 1,243,630 | $0.00 | A | 33,034,554 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF5,F3,F4,F8,F9,F10,F6,F7 | — | Aug 16, 2018 | A | 3,256,370 | A | — | — | Class A Common Stock | 87,195,804 | 87,195,804 | D |
Explanation of responses
- F1Represents 1,243,630 shares of Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on August 16, 2018 as a portion of earnout consideration payable in connection with Magnolia Oil & Gas Corporation's (the "Company") business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").
- F10Each Record Holder and each of the Non-Fund Entities directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- F2EV XIV-C owns of record 33,034,554 shares of Class A Common Stock.
- F3EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("Enervest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, and EnerVest Holding XIV, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A"), EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"), and EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"). EnerVest is also the sole member, with sole control over the actions of, EVFC GP XIV, LLC, the managing general partner of each of EV XIV-C and EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV (such six entities together, the "Record Holders" and each, a "Record Holder").
- F4Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
- F5Represents (i) 2,165,520 shares of Class B Common Stock issued to EV XIV-A, (ii) 22,620 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 402,100 shares of Class B Common Stock issued to EV XIV-2A, (iv) 424,240 shares of Class B Common Stock issued to EV XIV-3A and (v) 241,890 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on August 16, 2018 as a portion of earnout consideration payable in connection with the Business Combination.
- F6Shares of Class B Common Stock, when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company, in which the Company is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of Class A Common Stock on a one-for-one basis (or, at the Issuer's option, for cash).
- F7Not applicable.
- F8Represents the aggregate number of shares of Class B Common Stock issued to each of EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV in connection with the Business Combination and earnout consideration. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")
- F9EV XIV-A owns of record 57,522,774 shares of Class B Common Stock; EV XIV-2A owns of record 11,416,615 shares of Class B Common Stock; EV XIV-3A owns of record 11,229,851 shares of Class B Common Stock; EV XIV-WIC owns of record 600,919 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,425,645 shares of Class B Common Stock.