| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | HNRA | Class A Common Stock | 210K | Nov 15, 2023 | Direct | F1, F2 | |||||
| holding | HNRA | Class B Common Stock | 1.8M | Nov 15, 2023 | Direct | F1, F2, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | HNRA | Class B Units | Nov 15, 2023 | Class A Common Stock | 1.8M | Direct | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | These reported securities are held directly by Pogo Royalty, LLC, a Texas limited liability company ("Pogo Royalty"). Pogo Royalty is controlled by CIC Pogo LP, a Delaware limited partnership ("CIC Pogo"). CIC IV GP LLC, a Delaware limited liability company ("CIC GP"), is the general partner of CIC Pogo. CIC GP is a wholly-owned subsidiary of CIC Partners Firm LP, a Delaware limited partnership ("CIC Firm LP"). CIC Partners Firm GP LLC, a Delaware limited liability company ("CIC Firm GP"), is the general partner of CIC Firm LP. Therefore, each of CIC Pogo, CIC GP, CIC Firm LP and CIC Firm GP may be deemed to beneficially own all or a portion of the reported securities that are directly held by Pogo Royalty. |
| F2 | Due to a character limit, note (2) is a continuation of note (1). Each of Pogo Royalty, CIC Pogo, CIC GP, CIC Firm LP and CIC Firm GP (each, individually, a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |
| F3 | "Class B Units" means ownership interests in HNRA Upstream, LLC ("HNRA OpCo"). The Issuer is the sole managing member of HNRA OpCo. |
| F4 | The Amended and Restated Limited Liability Company Agreement of HNRA OpCo (the "A&R OpCo LLC Agreement") provides certain holders of Class B Units with certain rights to cause HNRA OpCo to acquire all or a portion of the Class B Units (the "Redemption Right") for, at HNRA OpCo's election, (a) shares of Class A Common Stock at a conversion ratio of one share of Class A Common Stock for each OpCo Class B Unit (along with a share of Class B common stock of the Issuer) exchanged, subject to conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, or (b) an equivalent amount of cash. The Class B Units (along with an equivalent amount of shares of Class B common stock of the Issuer) must be redeemed for shares of Class A Common Stock upon the one-year anniversary of the "Mandatory Conversion Trigger Date." |
| F5 | Due to a character limit, note (5) is a continuation of note (4). The Mandatory Conversion Trigger Date is either (i) November 15, 2025 or (ii) the date that is immediately prior to a Change of Control (as defined in the A&R OpCo LLC Agreement) of HNRA OpCo. |
This joint Form 3 is filed on behalf of the Reporting Persons. The address of Pogo Royalty is 4809 Cole Avenue, Suite 200, Dallas, Texas 75205. The address of CIC Pogo, CIC GP, CIC Firm LP and CIC Firm GP is 3879 Maple Avenue, Suite 400, Dallas, Texas 75219.