SEC Form 4 · accession 0001144204-18-049234

Magnolia Oil & Gas Corp · MGY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John B Walker

Director · 10% Owner

Period of report

Sep 10, 2018

Accepted (ET)

Sep 12, 2018 · 6:22 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 Stock	Sep 10, 2018	P	70,000	$13.59	A	70,000	D
Class A Common Stock^F1	Sep 11, 2018	P	40,000	$13.76	A	110,000	D
Class A Common Stock	Sep 12, 2018	P	50,000	$14.00	A	160,000	D
Class A Common Stock^F2	holding	—	—		—	11,000	D
Class A Common Stock^F3,F4,F5	holding	—	—		—	34,278,184	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
Class B Common Stock^{F8,F9,F4,F5,F10,F6,F7}	—	holding	—	—	—	—	—	Class A Common Stock	90,452,174	90,452,174	I

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $13.65 to $13.84. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.
F10Mr. Walker 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 the Equity Interests owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F2Represents restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock ("Class A Common Stock"). The Issuer has approved the grant of RSUs immediately following the effectiveness of the Issuer's Form S-8 registering shares of Class A Common Stock under the Plan. The RSUs will vest on the one-year anniversary of the vesting commencement date, August 1, 2019. The grantee may elect to defer settlement until the earlier of (i) his or her ceasing to be a director or service provider to the Issuer or an affiliate of the Issuer or (ii) a change in control, as defined in the Plan.
F3EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") owns of record 34,278,184 shares of the Issuer's Class A Common Stock ("Class A Common Stock").
F4EnerVest 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"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C and EV XIV-C-AIV together, the "Record Holders" and each, a "Record Holder"). Mr. Walker is an indirect owner and the Chief Executive Officer of EVM GP.
F5Mr. Walker 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 the shares owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the shares held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F6Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer 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 Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination") and subsequent earnout consideration related thereto. (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 59,688,294 shares of Class B Common Stock; EV XIV-2A owns of record 11,818,715 shares of Class B Common Stock; EV XIV-3A owns of record 11,654,091 shares of Class B Common Stock; EV XIV-WIC owns of record 623,539 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,667,535 shares of Class B Common Stock.