William J. Quinn - Mar 4, 2024 Form 4 Insider Report for Permian Resources Corp (PR)

Role: Director, 10%+ Owner
Signature: /s/ William J. Quinn
Stock symbol: PR
Transactions as of: Mar 4, 2024
Transactions value $: -$283,987,298
Form type: 4
Date filed: 3/6/2024, 07:00 PM
Previous filing: Sep 6, 2022
Next filing: May 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PR	Class A Common Stock	Conversion of derivative security		-18.1M	-50%		18.1M	Mar 4, 2024	See footnote	F1, F2, F5, F6
transaction	PR	Class C Common Stock	Disposed to Issuer		-18.1M	-20.28%		71.1M	Mar 4, 2024	See footnote	F1, F2, F5, F6
transaction	PR	Class A Common Stock	Sale	-$284M	-18.1M	-20.28%	$15.71	71.1M	Mar 4, 2024	See footnote	F3, F4, F5, F6

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	Conversion of derivative security		-18.1M	-20.28%		71.1M	Mar 4, 2024	Class A Common Stock	18.1M		See footnote	F1, F2, F5, F6

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

Explanation of Responses:

Id	Content
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 Units 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 March 4, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 10,531,493 Common Units, Pearl Energy Investment GP, L.P. ("Pearl GP") exchanged 3,434,523 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 4,110,833 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	On March 4, 2024, Pearl AIV, Pearl GP and Pearl CIII sold an aggregate amount of 18,076,849 shares of Class A common stock of the Issuer in an underwritten public offering.
F4	This amount represents a price to the underwriter of $15.71 per share of Class A Common Stock. The underwriter may offer the shares of Class A Common Stock from time to time in one or more transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.
F5	The Common Units reported herein are held directly by Pearl AIV, Pearl GP and Pearl CIII. Pearl AIV is controlled by Pearl GP, its general partner. Pearl GP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl CIII is controlled by Pearl Energy Investment II GP, L.P., its general partner ("Pearl II GP"). Pearl II GP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP"). Pearl UGP and Pearl II UGP are controlled by the reporting person.
F6	Each of the Reporting Persons disclaims 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 that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose.