Permian Resources Corp — Director's Dealing 2023

Dec 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Permian Resources Corp (PR)
CIK: 0001658566
Period of Report: 2023-12-21

Reporting Person: NGP XI US Holdings, L.P. (10% Owner)
Reporting Person: NGP Pearl Holdings II, LLC (10% Owner)
Reporting Person: Luxe Energy, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-21	Class C Common Stock	D	6806960	$0.00	Disposed	11981377	Direct
2023-12-21	Class C Common Stock	D	3397940	$0.00	Disposed	5980938	Direct
2023-12-21	Class C Common Stock	D	16071376	$0.00	Disposed	28288280	Direct
2023-12-21	Class A Common Stock	C	6806960	$0.00	Acquired	6806960	Direct
2023-12-21	Class A Common Stock	C	3397940	$0.00	Acquired	3397940	Direct
2023-12-21	Class A Common Stock	C	16071376	$0.00	Acquired	16071376	Direct
2023-12-21	Class A Common Stock	S	6806960	$12.93	Disposed	0	Direct
2023-12-21	Class A Common Stock	S	3397940	$12.93	Disposed	0	Direct
2023-12-21	Class A Common Stock	S	16071376	$12.93	Disposed	0	Direct
2023-12-21	Class C Common Stock	D	583454	—	Disposed	11397923	Direct
2023-12-21	Class C Common Stock	D	291252	—	Disposed	5689686	Direct
2023-12-21	Class C Common Stock	D	1377546	—	Disposed	26910734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-21	Common Units	$	C	6806960	Disposed		Class A Common Stock (6806960)	Direct
2023-12-21	Common Units	$	C	3397940	Disposed		Class A Common Stock (3397940)	Direct
2023-12-21	Common Units	$	C	16071376	Disposed		Class A Common Stock (16071376)	Direct
2023-12-21	Common Units	$	D	583454	Disposed		Class A Common Stock (583454)	Direct
2023-12-21	Common Units	$	D	291252	Disposed		Class A Common Stock (291252)	Direct
2023-12-21	Common Units	$	D	1377546	Disposed		Class A Common Stock (1377546)	Direct

Footnotes

F1: At the request of the reporting persons, each common unit of Permian Resources Operating, LLC ("PRC") (such common units, "Common Units") and a corresponding share of Class C common stock of Permian Resources Corporation (the "Issuer") may be redeemed for newly-issued shares of Class A common stock of the Issuer on a one-for-one basis. The Common Units do not expire.

F2: This amount represents the $12.93 price per share of Class A common stock of the Company sold by NGP XI US Holdings, L.P., NGP Pearl Holdings II, L.L.C. and Luxe Energy LLC in connection with an underwritten public offering (the "Offering").

F3: An aggregate of 2,252,252 Common Units were transferred to the Issuer by the reporting persons and a corresponding number of shares of Class C common stock of the Issuer were subsequently forfeited by the reporting persons and canceled by the Issuer in exchange for an amount per Common Unit of PRC/share of Class C common stock of the Issuer equal to the amount received by the reporting persons in the Offering as disclosed in Footnote 2 (the "Common Unit Repurchase"). The Common Unit Repurchase was made pursuant to a Repurchase Agreement, dated December 19, 2023 (the Repurchase Agreement), by and among the reporting persons, PRC and, for the purposes of consent to the transfer of Common Units, the Issuer. The Repurchase Agreement was specifically approved in advance by the Issuer's Audit Committee of the Board of Directors. The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended.

F4: NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C.

F5: NGP XII US Holdings, L.P. controls NGP Pearl Holdings II, L.L.C. NGP XII Holdings GP, L.L.C. is the sole general partner of NGP XII US Holdings, L.P., and NGP Natural Resources XII, L.P. is the sole member of NGP XII Holdings GP, L.L.C. G.F.W. Energy XII, L.P. is the sole general partner of NGP Natural Resources XII, L.P., and GFW XII, L.L.C. is the sole general partner of G.F.W. Energy XII, L.P. GFW XII, L.L.C. has delegated full power and authority to manage NGP XII US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C.

F6: NGP XI US Holdings, LP controls Luxe Energy LLC. NGP XI Holdings GP, L.L.C. is the sole general partner of NGP XI US Holdings, L.P., and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P., and GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick and Jill Lampert serve as voting members on the Executive Committee of NGP Energy Capital Management, L.L.C.

F7: The respective controlling entities of the reporting persons may be deemed to beneficially own all of the Common Units and the corresponding shares of Class C common stock of the Issuer held by such reporting persons. Such persons disclaim beneficial ownership of the Common Units reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any Common Units covered by this Form 4.