John B. Walker - 06 Jun 2022 Form 4 Insider Report for Magnolia Oil & Gas Corp (MGY)

Footnote F1

Shares 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 the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

Footnote F2

EnerVest 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 and EVFA XIV-3A, 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") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").

Footnote F3

EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.

Footnote F4

Represents: (i) 3,232,185 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 33,766 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 618,538 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 638,085 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 361,053 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "June 2022 Conversion Shares").

Footnote F5

Represents the June 2022 Conversion Shares and 13,528,823 shares of Class A Common Stock held by EV XIV-C.

Footnote F6

Represents 601,604 shares of Class A Common Stock held by Mr. Walker, including 66,604 restricted stock units ("RSUs") granted to Mr. Walker 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 RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date. Of these 66,604 RSUs, 61,320 RSUs have been settled in shares of Class A Common Stock as of the date hereof.

Footnote F7

Represents shares of Class B Common Stock held (prior to giving effect to the June 2022 Transfer (as defined below)) as follows: (i) 20,325,431 shares of Class B Common Stock held by EV XIV-A; (ii) 212,326 shares of Class B Common Stock held by EV XIV-WIC; (iii) 3,889,643 shares of Class B Common Stock held by EV XIV-2A; (iv) 4,012,565 shares of Class B Common Stock held by EV XIV-3A; and (v) 2,270,467 shares of Class B Common Stock held by EV XIV-C-AIV.

Footnote F8

This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the June 2022 Transfer.

Footnote F9

Not applicable.

Footnote F10

Mr. 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 (as defined below) 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.

Footnote F11

Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (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.")

Footnote F12

Represents shares of Class A Common Stock sold in an underwritten block trade transaction pursuant to the Issuer's registration statement on Form S-3 filed with the SEC on August 10, 2018 (the "Block Trade"), as follows: (i) 3,232,185 shares of Class A Common Stock sold by EV XIV-A; (ii) 33,766 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 618,538 shares of Class A Common Stock sold by EV XIV-2A; (iv) 638,085 shares of Class A Common Stock sold by EV XIV-3A; (v) 361,053 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,616,373 shares of Class A Common Stock sold by EV XIV-C.

Footnote F13

EV XIV-C owns of record 10,912,450 shares of Class A Common Stock.

Footnote F14

Represents: (i) 1,323,682 shares of Class B Common Stock transferred by EV XIV-A; (ii) 13,828 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 253,311 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 261,316 of Class B Common Stock transferred by EV XIV-3A; and (v) 147,863 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "June 2022 Transfer").

Footnote F15

EV XIV-A owns of record 19,001,749 shares of Class B Common Stock; EV XIV-2A owns of record 3,636,332 shares of Class B Common Stock; EV XIV-3A owns of record 3,751,249 shares of Class B Common Stock; EV XIV-WIC owns of record 198,498 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 2,122,604 shares of Class B Common Stock.