| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CRGY | Class B Common Stock | Other | -2.3M | -4.49% | 48.9M | Mar 11, 2024 | See footnotes | F1, F2, F3, F5, F6 | ||
| transaction | CRGY | Class B Common Stock | Other | $0 | -13.8M | -28.2% | $0.00 | 35.1M | Mar 11, 2024 | See footnotes | F1, F3, F5, F6, F7, F8 |
| transaction | CRGY | Class A Common Stock | Conversion of derivative security | $0 | +13.8M | $0.00 | 13.8M | Mar 11, 2024 | See footnotes | F3, F5, F6, F7, F8 | |
| transaction | CRGY | Class A Common Stock | Sale | -$136M | -13.8M | -100% | $9.87 | 0 | Mar 11, 2024 | See footnotes | F3, F5, F6, F8, F9 |
| holding | CRGY | Class A Common Stock | 572K | Mar 11, 2024 | See footnotes | F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CRGY | Crescent Energy OpCo LLC Units | Sale | -$22.7M | -2.3M | -4.49% | $9.87 | 48.9M | Mar 11, 2024 | Class A Common Stock | 2.3M | See footnotes | F2, F3, F5, F6, F7 | |
| transaction | CRGY | Crescent Energy OpCo LLC Units | Conversion of derivative security | $0 | -13.8M | -28.2% | $0.00 | 35.1M | Mar 11, 2024 | Class A Common Stock | 13.8M | See footnotes | F3, F5, F6, F7, F8 |
| Id | Content |
|---|---|
| F1 | Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally. |
| F2 | Represents 2,300,000 units of Crescent Energy OpCo LLC ("OpCo") transferred to the Issuer by the Reporting Person and an equal number of shares of Class B Common Stock subsequently forfeited by the Reporting Person and canceled by the Issuer in exchange for $9.87 per unit of OpCo ("OpCo LLC Unit") (the "OpCo Unit Repurchase"). On March 11, 2024, IE Aggregator completed the OpCo Unit Repurchase pursuant to a Repurchase Agreement, dated March 6, 2024, by and among IE Aggregator, OpCo and, for the purposes of consent to the transfer of OpCo LLC Units, the Issuer (the "Repurchase Agreement"). |
| F3 | Reflects securities held directly by Independence Energy Aggregator L.P. ("IE Aggregator"). Independence Energy Aggregator GP LLC is the general partner of IE Aggregator. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC. |
| F4 | Reflects securities held directly by KKR Upstream Associates LLC. |
| F5 | KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC are the controlling members of KKR Upstream Associates LLC. KKR Group Assets III GP LLC is the general partner of KKR Group Assets Holdings III L.P. KKR Group Partnership L.P. is the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. |
| F6 | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| F7 | The terms of the Amended and Restated Limited Liability Company Agreement of OpCo provide certain holders of the OpCo LLC Units with the right to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, together with an equal number of shares of Class B Common Stock (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and similar transactions), or (b) cash. In connection with any redemption of OpCo LLC Units pursuant to the Redemption Right, the corresponding number of shares of the Class B Common Stock will be cancelled. The OpCo LLC Units and the Redemption Right have no expiration date. |
| F8 | On March 11, 2024, IE Aggregator converted 13,800,000 shares of Class B Common Stock and OpCo LLC Units into 13,800,000 shares of Class A Common Stock. On March 11, 2024, IE Aggregator sold 13,800,000 shares of Class A Common Stock at a price per share of $9.87 in an underwritten public offering. |
| F9 | This amount represents the $10.50 secondary price per share of Class A Common Stock of the Issuer less the underwriting discount of $0.63 per share for shares sold by IE Aggregator in connection with an underwritten public offering. |
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Person have filed a separate Form 4.