John B. Walker - May 3, 2023 Form 4 Insider Report for Magnolia Oil & Gas Corp (MGY)

Role: Director, 10%+ Owner
Signature: /s/ John B. Walker
Stock symbol: MGY
Transactions as of: May 3, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/5/2023, 04:08 PM
Previous filing: Nov 8, 2022
Next filing: May 9, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MGY	Class A Common Stock	Award	$0	+7.52K	+1.25%	$0.00	609K	May 3, 2023	Direct	F1
holding	MGY	Class A Common Stock						8.3M	May 3, 2023	See Explanation of Responses	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.
F2	EnerVest Management GP, L.C. ("EVM GP") is general partner of EnerVest Ltd. ("EnerVest"), which is sole member, with sole control over the actions of EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). EV XIV-C owns of record 8,296,077 shares (the "Reported Securities") of Class A Common Stock. Mr. Walker is indirect owner and Executive Chairman of EVM GP. Mr. Walker directly through ownership or position, or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, to be the indirect beneficial owner of the Reported Securities owned by EV XIV-C. Mr. Walker disclaims beneficial ownership of the Reported Securities held by EV XIV-C except to the extent of his pecuniary interest in EV XIV-C. This report shall not be deemed an admission that he is beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Content

Reflects restricted stock units ("RSUs") granted under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A Common Stock") of Magnolia Oil & Gas Corporation (the "Company"). The RSUs will vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the director's continued service through the applicable vesting date.

EnerVest Management GP, L.C. ("EVM GP") is general partner of EnerVest Ltd. ("EnerVest"), which is sole member, with sole control over the actions of EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). EV XIV-C owns of record 8,296,077 shares (the "Reported Securities") of Class A Common Stock. Mr. Walker is indirect owner and Executive Chairman of EVM GP. Mr. Walker directly through ownership or position, or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, to be the indirect beneficial owner of the Reported Securities owned by EV XIV-C. Mr. Walker disclaims beneficial ownership of the Reported Securities held by EV XIV-C except to the extent of his pecuniary interest in EV XIV-C. This report shall not be deemed an admission that he is beneficial owner of such securities for purposes of Section 16 or for any other purpose.