SEC Form 4 · accession 0001144204-18-053022
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
Oct 4, 2018
Accepted (ET)
Oct 9, 2018 · 5:00 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,F4,F5 | Oct 4, 2018 | A | 1,105,449 | $0.00 | A | 35,383,633 | I | See Footnote |
| Class A Common Stock | holding | — | — | — | 160,000 | D | ||
| Class A Common StockF3 | holding | — | — | — | 11,000 | 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 StockF6,F9,F10,F3,F4,F11,F7,F8 | — | Oct 4, 2018 | A | 2,894,551 | A | — | — | Class A Common Stock | 93,346,725 | 93,346,725 | I |
Explanation of responses
- F1Represents 1,105,449 shares of the Issuer's Class A Common Stock ("Class A Common Stock") issued to EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C") on October 4, 2018 as a portion of earnout consideration payable in connection with the Issuer's business combination with EnerVest, Ltd.'s South Texas Division (the "Business Combination").
- F10EV XIV-A owns of record 61,613,201 shares of Class B Common Stock; EV XIV-2A owns of record 12,176,137 shares of Class B Common Stock; EV XIV-3A owns of record 12,031,193 shares of Class B Common Stock; EV XIV-WIC owns of record 643,646 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,882,548 shares of Class B Common Stock.
- F11Mr. 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.
- F2EV XIV-C owns of record 35,383,633 shares of Class A Common Stock.
- F3Represents 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 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.
- 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.
- F6Represents (i) 1,924,907 shares of Class B Common Stock issued to EV XIV-A, (ii) 20,107 shares of Class B Common Stock issued to EV XIV-WIC, (iii) 357,422 shares of Class B Common Stock issued to EV XIV-2A, (iv) 377,102 shares of Class B Common Stock issued to EV XIV-3A and (v) 215,013 shares of Class B Common Stock issued to EV XIV-C-AIV, each issued on October 4, 2018 as a portion of earnout consideration payable in connection with the Business Combination.
- F7Shares 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 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).
- F8Not applicable.
- F9Represents 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.")