Form 4 for PR Permian Resources Corp
Accepted 2024-06-21 00:00:00 ET · period of report 2024-06-19 · accession 0001104659-24-073942 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-06-21 | 2024-06-19 | PR | Quinn William J | Dir, 10% | D - Sale to Iss | — | -23.15M | 25.41M | -48% | — |
| DI | 2024-06-21 | 2024-06-19 | PR | Quinn William J | Dir, 10% | J - Other | — | -23.15M | 0 | -100% | — |
| DI | 2024-06-21 | 2024-06-19 | PR | Quinn William J | Dir, 10% | C - Cnv Deriv | — | +23.15M | 23.15M | New | — |
| DI | 2024-06-21 | 2024-06-19 | PR | Quinn William J | Dir, 10% | C - Cnv Deriv | — | -23.15M | 25.41M | -48% | — |
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 C Common Stock | 2024-06-19 | D | D | 23,145,013 | — | 25,411,607 | I See footnote | — | — | (F1) Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of Permian Resources Operating, LLC ("PRC"), at the request of the holder, each Common Unit of PRC (together with the delivery for no consideration of an equal number of shares of Class C common stock, par value $0.0001 per share ("Class C Common Stock") of the Issuer) may be redeemed, at PRC's election, for an equal number of newly-issued shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or for cash. The Common Units do not expire. Shares of Class C Common Stock do not represent economic interests in the Issuer. (F2) On June 19, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 15,898,286 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 7,246,727 Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for shares of Class A Common Stock. (F3) The Common Units reported herein are held directly by Pearl AIV, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") and Pearl Energy Investments II, L.P. ("Pearl II"). Pearl AIV is controlled by Pearl I GP, LP, its general partner. Pearl I GP, LP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl II is controlled by Pearl Energy Investment II GP, L.P. ("Pearl II GP, LP"), its general partner. Pearl II GP, LP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP," and together with all of the foregoing entities, the "Pearl Entities"). Pearl UGP and Pearl II UGP are controlled by the Reporting Person. (F4) The Reporting Person and each of the Pearl Entities disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose. |
| 2 | Common | Class A Common Stock | 2024-06-19 | J | D | 23,145,013 | — | 0 | I See footnote | — | — | (F5) The Reported Transaction represents a pro rata distribution, for no consideration by Pearl AIV and Pearl CIII to certain of its limited partners (the "Distribution"). The Reporting Person has no pecuniary interest in, or beneficial ownership of, any of the shares distributed in the Distribution and therefore disclaims all interest in the transactions reported herein. (F3) The Common Units reported herein are held directly by Pearl AIV, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") and Pearl Energy Investments II, L.P. ("Pearl II"). Pearl AIV is controlled by Pearl I GP, LP, its general partner. Pearl I GP, LP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl II is controlled by Pearl Energy Investment II GP, L.P. ("Pearl II GP, LP"), its general partner. Pearl II GP, LP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP," and together with all of the foregoing entities, the "Pearl Entities"). Pearl UGP and Pearl II UGP are controlled by the Reporting Person. (F4) The Reporting Person and each of the Pearl Entities disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose. |
| 3 | Common | Class A Common Stock | 2024-06-19 | C | A | 23,145,013 | — | 23,145,013 | I See footnote | — | — | (F1) Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of Permian Resources Operating, LLC ("PRC"), at the request of the holder, each Common Unit of PRC (together with the delivery for no consideration of an equal number of shares of Class C common stock, par value $0.0001 per share ("Class C Common Stock") of the Issuer) may be redeemed, at PRC's election, for an equal number of newly-issued shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or for cash. The Common Units do not expire. Shares of Class C Common Stock do not represent economic interests in the Issuer. (F2) On June 19, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 15,898,286 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 7,246,727 Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for shares of Class A Common Stock. (F3) The Common Units reported herein are held directly by Pearl AIV, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") and Pearl Energy Investments II, L.P. ("Pearl II"). Pearl AIV is controlled by Pearl I GP, LP, its general partner. Pearl I GP, LP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl II is controlled by Pearl Energy Investment II GP, L.P. ("Pearl II GP, LP"), its general partner. Pearl II GP, LP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP," and together with all of the foregoing entities, the "Pearl Entities"). Pearl UGP and Pearl II UGP are controlled by the Reporting Person. (F4) The Reporting Person and each of the Pearl Entities disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose. |
| 4 | Derivative | Common Units | 2024-06-19 | C | D | 23,145,013 | — | 25,411,607 | I See footnote | — · — to — | 23,145,013 Class A Common Stock | (F1) Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of Permian Resources Operating, LLC ("PRC"), at the request of the holder, each Common Unit of PRC (together with the delivery for no consideration of an equal number of shares of Class C common stock, par value $0.0001 per share ("Class C Common Stock") of the Issuer) may be redeemed, at PRC's election, for an equal number of newly-issued shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or for cash. The Common Units do not expire. Shares of Class C Common Stock do not represent economic interests in the Issuer. (F2) On June 19, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 15,898,286 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 7,246,727 Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for shares of Class A Common Stock. (F3) The Common Units reported herein are held directly by Pearl AIV, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") and Pearl Energy Investments II, L.P. ("Pearl II"). Pearl AIV is controlled by Pearl I GP, LP, its general partner. Pearl I GP, LP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl II is controlled by Pearl Energy Investment II GP, L.P. ("Pearl II GP, LP"), its general partner. Pearl II GP, LP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP," and together with all of the foregoing entities, the "Pearl Entities"). Pearl UGP and Pearl II UGP are controlled by the Reporting Person. (F4) The Reporting Person and each of the Pearl Entities disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose. |