Form 4 for CRGY Crescent Energy Co

Accepted 2022-09-13 00:00:00 ET · period of report 2022-09-13 · accession 0000899243-22-030972 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2022-09-13	2022-09-13	CRGY	LIBERTY MUTUAL HOLDING CO	Dir, 10%	D - Sale to Iss	—	-2.57M	36.81M	-7%	—
D	2022-09-13	2022-09-13	CRGY	LIBERTY MUTUAL HOLDING CO	Dir, 10%	D - Sale to Iss	$14.10	-2.57M	36.81M	-7%	-$36.22M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class B Common Stock	2022-09-13	D	D	2,568,786	—	36,813,628	D	—	—	(F1) Shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), of Crescent Energy Company (the "Issuer"), when combined with an equal number of units of Crescent Energy OpCo LLC, a Delaware limited liability company ("OpCo," and such units the "OpCo Units"), are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis (or, at the Issuer's option, for cash). (F2) Represents 2,568,786 OpCo Units transferred to the Issuer by the Reporting Person and an equal number of shares of Class B Common Stock subsequently forfeited by the Reporting Person and canceled by the Issuer in exchange for $14.10 per OpCo Unit/share of Class B Common Stock (the "OpCo Unit Repurchase"). The OpCo Unit Repurchase was made pursuant to a Repurchase Agreement, dated September 8, 2022, by and among the Reporting Person, OpCo and, for the purposes of consent to the transfer of OpCo Units, the Issuer (the "Repurchase Agreement"). (F7) Represents the aggregate number of shares of Class B Common Stock owned by the Reporting Person. The Reporting Person owns an equal number of OpCo Units which are exchangeable for shares of Class A Common Stock as described in note 1 above. (F6) (Continued from Footnote 5) Each of Reporting Person, LEH, Liberty Mutual, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the "Record Holders") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of some or all of the equity interests referred to in note 6 owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder disclaims beneficial ownership of such 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 Record Holders are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. (F5) Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of the Reporting Person, Liberty Energy Holdings, LLC ("LEH") has the sole right to vote or dispose of the OpCo Units and shares of Class B Common Stock held by the Reporting Person. Therefore, LEH is deemed to have beneficial ownership of such OpCo Units and shares of Class B Common Stock. The sole member of LEH is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes.
2	Derivative	Crescent Energy OpCo LLC Units	2022-09-13	D	D	2,568,786	$14.10	36,813,628	D	— · — to —	2,568,786 Class A Common Stock	(F2) Represents 2,568,786 OpCo Units transferred to the Issuer by the Reporting Person and an equal number of shares of Class B Common Stock subsequently forfeited by the Reporting Person and canceled by the Issuer in exchange for $14.10 per OpCo Unit/share of Class B Common Stock (the "OpCo Unit Repurchase"). The OpCo Unit Repurchase was made pursuant to a Repurchase Agreement, dated September 8, 2022, by and among the Reporting Person, OpCo and, for the purposes of consent to the transfer of OpCo Units, the Issuer (the "Repurchase Agreement"). (F7) Represents the aggregate number of shares of Class B Common Stock owned by the Reporting Person. The Reporting Person owns an equal number of OpCo Units which are exchangeable for shares of Class A Common Stock as described in note 1 above. (F6) (Continued from Footnote 5) Each of Reporting Person, LEH, Liberty Mutual, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the "Record Holders") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of some or all of the equity interests referred to in note 6 owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder disclaims beneficial ownership of such 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 Record Holders are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. (F5) Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of the Reporting Person, Liberty Energy Holdings, LLC ("LEH") has the sole right to vote or dispose of the OpCo Units and shares of Class B Common Stock held by the Reporting Person. Therefore, LEH is deemed to have beneficial ownership of such OpCo Units and shares of Class B Common Stock. The sole member of LEH is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes. (F1) Shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), of Crescent Energy Company (the "Issuer"), when combined with an equal number of units of Crescent Energy OpCo LLC, a Delaware limited liability company ("OpCo," and such units the "OpCo Units"), are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis (or, at the Issuer's option, for cash). (F4) Not applicable.