William J. Quinn - 19 Jun 2024 Form 4 Insider Report for Permian Resources Corp (PR)

Role: Director, 10%+ Owner
Signature: /s/ William J. Quinn
Issuer symbol: PR
Transactions as of: 19 Jun 2024
Net transactions value: $0
Form type: 4
Filing time: 21 Jun 2024, 16:17:52 UTC
Previous filing: 16 May 2024
Next filing: 12 Sep 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PR	Class C Common Stock	Disposed to Issuer		-23,145,013	-48%		25,411,607	19 Jun 2024	See footnote	F1, F2, F3, F4
transaction	PR	Class A Common Stock	Conversion of derivative security		+23,145,013			23,145,013	19 Jun 2024	See footnote	F1, F2, F3, F4
transaction	PR	Class A Common Stock	Other		-23,145,013	-100%		0	19 Jun 2024	See footnote	F3, F4, F5

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		-23,145,013	-48%		25,411,607	19 Jun 2024	Class A Common Stock	23,145,013		See footnote	F1, F2, F3, F4

* 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 Unit 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 June 19, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 15,898,286 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 7,246,727 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	The Common Units reported herein are held directly by Pearl AIV, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") and Pearl Energy Investments II, L.P. ("Pearl II"). 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 II 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.
F4	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.
F5	The Reported Transaction represents a pro rata distribution, for no consideration by Pearl AIV and Pearl CIII to certain of its limited partners (the "Distribution"). The Reporting Person has no pecuniary interest in, or beneficial ownership of, any of the shares distributed in the Distribution and therefore disclaims all interest in the transactions reported herein.