| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PR | Class C Common Stock | Disposed to Issuer | -22.5M | -31.66% | 48.6M | May 15, 2024 | See footnote | F1, F2, F6, F7 | ||
| transaction | PR | Class A Common Stock | Conversion of derivative security | +22.5M | 22.5M | May 15, 2024 | See footnote | F1, F2, F6, F7 | |||
| transaction | PR | Class A Common Stock | Sale | -$371M | -22.5M | -100% | $16.47 | 0 | May 15, 2024 | See footnote | F3, F4, F5, F6, F7 |
| 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 | -22.5M | -31.66% | 48.6M | May 15, 2024 | Class A Common Stock | 22.5M | See footnote | F1, F2, F6, F7 |
| 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 May 15, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 16,122,492 Common Units, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") exchanged 1,125,338 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 5,252,170 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 May 15, 2024, Pearl AIV, Pearl I GP, LP and Pearl CIII sold an aggregate amount of 22,500,000 shares of Class A Common Stock of the Issuer in an underwritten public offering. |
| F4 | This amount represents a price to the underwriters of $16.42 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 reported amount gives effect to the transactions reported herein and corrects the number previously reported on the Form 4 filed by the Reporting Person on March 6, 2024. |
| F6 | The Common Units reported herein are held directly by Pearl AIV, Pearl I GP, LP and Pearl CIII. 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 CIII 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. |
| F7 | 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. |