Riley Exploration Group, LLC - Jul 28, 2021 Form 4 Insider Report for Riley Exploration Permian, Inc. (REPX)

Role
10%+ Owner
Signature
/s/ Bryan H. Lawrence, Manager of Riley Exploration Group, LLC Yorktown VIII Associates LLC
Stock symbol
REPX
Transactions as of
Jul 28, 2021
Transactions value $
-$5,755,202
Form type
4
Date filed
7/30/2021, 02:01 PM
Next filing
Oct 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction REPX Common Stock, par value $0.001 per share Other -$16M -391K -8.36% $40.89 4.29M Jul 28, 2021 Direct F1
transaction REPX Common Stock, par value $0.001 per share Conversion of derivative security $16M +391K +9.12% $40.89 4.68M Jul 28, 2021 Direct F1, F2, F3

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 REPX Exchangeable Promissory Note Conversion of derivative security -$5.76M 0 Jul 28, 2021 Common Stock 391K $40.89 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Riley Exploration Group, LLC ("REG") and Yorktown Energy Partners X, L.P. ("Yorktown X") are parties to a Second Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of July 22, 2021, whereby REG promises to pay to Yorktown X a principal sum plus interest. Interest accrues at a rate of fifteen percent (15.00%) per annum. There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice. REG can prepay the Note at any time. Pursuant to the terms of the Note, the Note is exchangeable for Common Stock of the Issuer. On July 28, 2021, Yorktown X elected to exchange the Note. See footnote 2 for the nature of the beneficial ownership of the reporting persons.
F2 Includes 390,860 shares owned directly by Yorktown X and 4,286,550 shares owned directly by REG following exchange of the Note. Yorktown Energy Partners IV, L.P. ("Yorktown IV"), Yorktown Energy Partners V, L.P. ("Yorktown V"), Yorktown Energy Partners VI, L.P. ("Yorktown VI"), Yorktown Energy Partners VII, L.P. ("Yorktown VII"), Yorktown Energy Partners VIII, L.P. ("Yorktown VIII"), Yorktown Energy Partners IX, L.P. ("Yorktown IX") and Yorktown X collectively own approximately 94% of REG. Yorktown IV Company LLC is the sole general partner of Yorktown IV. Yorktown V Company LLC is the sole general partner of Yorktown V. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP, the sole general partner of Yorktown VI. Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP, the sole general partner of Yorktown VII.
F3 (continuation of footnote 2) Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP, the sole general partner of Yorktown VIII. Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP, the sole general partner of Yorktown IX. Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X.

Remarks:

This Form 4 is the second of two filings by Riley Exploration Group, LLC. Yorktown Energy Partners IV, L.P., Yorktown IV Company LLC, Yorktown Energy Partners V, L.P., Yorktown V Company LLC, Yorktown Energy Partners VI, L.P., Yorktown VI Associates LLC, Yorktown Energy Partners VII, L.P., Yorktown VII Associates LLC, and Yorktown Energy Partners VIII, L.P. (the "Other Filers") are also reporting persons. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Other Filers have filed a separate Form 3 that relates to the same securities reported herein. Thus, in total, there are 15 joint filers: the Other Filers and each person that is a signatory to this Form 4.