NGP XI US Holdings, L.P. - Sep 1, 2022 Form 4 Insider Report for Permian Resources Corp (PR)

Role
10%+ Owner
Signature
/s/ Craig Glick, Attorney-in-fact for NGP XI US Holdings, L.P.
Stock symbol
PR
Transactions as of
Sep 1, 2022
Transactions value $
$0
Form type
4
Date filed
9/6/2022, 09:08 PM
Next filing
Mar 14, 2023

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 Common Units Award +30.9M 30.9M Sep 1, 2022 Class A Common Stock 30.9M Direct F1, F2, F3, F6
transaction PR Common Units Award +15.4M 15.4M Sep 1, 2022 Class A Common Stock 15.4M Direct F1, F2, F4, F6
transaction PR Common Units Award +73.1M 73.1M Sep 1, 2022 Class A Common Stock 73.1M Direct F1, F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The securities were acquired in connection with the business combination of Centennial Resource Development, Inc. a Delaware corporation ("Centennial") and Colgate Energy Partners III, LLC ("Colgate") pursuant to that certain Business Combination Agreement, dated as of May 19, 2022 (the "Business Combination Agreement"), by and among Centennial, Centennial Resource Production, LLC, a Delaware limited liability company ("CRP"), Colgate, and, solely for purposes of the specified provisions therein, Colgate Energy Partners III MidCo, LLC, a Delaware limited liability company, pursuant to which CRP merged with and into Colgate (the "Merger"), with CRP surviving the Merger and continuing as a subsidiary of Centennial. Upon consummation of the Merger, Centennial was renamed Permian Resources Corporation (the "Company") and CRP was renamed Permian Resources Operating, LLC ("PRC").
F2 At the request of the reporting person, each Common Unit of PRC and a corresponding share of Class C common stock of the Company may be redeemed for newly-issued shares of Class A common stock of the Company on a one-for-one basis. The Common Units do not expire.
F3 30,943,756 Common Units of PRC and corresponding shares of Class C common stock of the Company are held by NGP XI US Holdings, L.P. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C.
F4 15,446,695 Common Units of PRC and corresponding shares of Class C common stock of the Company are held by NGP Pearl Holdings II, LLC. NGP XII US Holdings, L.P. controls NGP Pearl Holdings II, LLC. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C.
F5 73,058,850 Common Units of PRC and corresponding shares of Class C common stock of the Company are held by Luxe Energy, LLC. NGP XI US Holdings, LP controls Luxe Energy, LLC. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C.
F6 The respective controlling entities of the reporting persons may be deemed to beneficially own all of the Common Units and the corresponding shares of Class C common stock of the Company held by such reporting persons. Such persons disclaim beneficial ownership of the Common Units reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Units covered by this Form 4.