EnCap Partners GP, LLC - Dec 21, 2023 Form 4 Insider Report for Permian Resources Corp (PR)

Role: 10%+ Owner
Signature: Fund VIII, By: Fund VIII GP, its general partner, Investments LP, its general partner, Investments GP, its general partner, /s/ Douglas E. Swanson, Jr., Managing Director
Stock symbol: PR
Transactions as of: Dec 21, 2023
Transactions value $: -$97,072,078
Form type: 4
Date filed: 12/21/2023, 05:29 PM
Previous filing: Nov 3, 2023
Next filing: Mar 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PR	Class C Common Stock	Disposed to Issuer	$0	-4.55M	-9.26%	$0.00	44.6M	Dec 21, 2023	See Footnotes	F1, F4, F5, F6, F7
transaction	PR	Class A Common Stock	Conversion of derivative security	$0	+4.55M	+14.21%	$0.00	36.5M	Dec 21, 2023	See Footnotes	F1, F3, F4, F5, F6, F7
transaction	PR	Class A Common Stock	Sale	-$97.1M	-7.51M	-20.55%	$12.93	29M	Dec 21, 2023	See Footnotes	F2, F3, F5, F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PR	OpCo Units	Conversion of derivative security		-4.55M	-9.26%		44.6M	Dec 21, 2023	Class A Common Stock	4.55M		See Footnotes	F1, F4, F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("OpCo") (such common units, "OpCo Units") and a corresponding share of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock"), of Permian Resources Corporation ("Permian" or the "Issuer") may be redeemed for newly-issued shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer on a one-for-one basis. The OpCo Units do not expire.
F2	This amount represents the $12.93 price per share of Class A Common Stock sold by Bold Energy Holdings, LLC ("Bold"), EnCap Energy Capital Fund VIII, L.P. ("Fund VIII") and EnCap Energy Capital Fund XI, L.P. ("Fund XI") in connection with an underwritten public offering (the "Offering").
F3	Following the completion of the Offering, Fund XI directly owns 26,006,121 shares of Class A Common Stock. Following the completion of the Offering, Fund VIII directly owns 3,021,829 shares of Class A Common Stock.
F4	Following completion of the Offering, Bold directly owns 44,555,272 shares of Class C Common Stock and an equivalent number of OpCo Units.
F5	EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of Fund VIII and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold. Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of Fund XI.
F6	(Continued from footnote 5): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC, Fund XI or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
F7	Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.