Permian Resources Corp — Director's Dealing 2023

Nov 3, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Permian Resources Corp (PR)
CIK: 0001658566
Period of Report: 2023-11-01

Reporting Person: EnCap Partners GP, LLC (10% Owner)
Reporting Person: EnCap Energy Capital Fund VIII, L.P. (10% Owner)
Reporting Person: Bold Energy Holdings, LLC (10% Owner)
Reporting Person: EnCap Energy Capital Fund IX, L.P. (10% Owner)
Reporting Person: EnCap Energy Capital Fund XI, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	31989597	Indirect
Class C Common Stock	49101133	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
OpCo Units	$		Class A Common Stock (49101133)		Indirect

Footnotes

F1: Fund XI directly owns 28,659,459 shares of shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock"), of Permian Resources Corporation, a Delaware corporation ("Permian"). Fund VIII directly owns 3,330,138 shares of Class A Common Stock.

F2: Bold directly owns 49,101,133 shares of Class C common stock, $0.0001 par value per share ("Class C Common Stock"), of Permian and an equivalent number of common units representing limited liability company interests (the "OpCo Units") in Permian Resources Operating, LLC ("OpCo").

F3: EnCap Partners GP, LLC ("EnCap Partners GP") is the general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("Investments GP"), which is the general partner of EnCap Investments L.P. ("Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("Fund VIII GP") and EnCap Equity Fund IX GP, L.P. ("Fund IX GP"), which are the general partners of EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VIII") and EnCap Energy Capital Fund IX, L.P. ("Fund IX"), respectively. Fund IX directly owns 100% of the membership interests of Bold Energy Holdings, LLC ("Bold"). Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("Fund XI LLC"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("Fund XI GP"), which is the general partner of EnCap Energy Capital Fund XI, L.P. ("Fund XI").

F4: (Continued from footnote 3): Therefore, each of EnCap Partners GP, EnCap Partners, EnCap Holdings, Investments GP, Investments LP, Fund VIII GP, Fund IX GP, Fund XI LLC or Fund XI GP may be deemed to beneficially own or to have beneficially owned the reported securities that are or were held of record by any reporting persons under its direct or indirect control. Each reporting person 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.

F5: All of the securities for which beneficial ownership is reported hereunder were acquired on November 1, 2023 in connection with certain mergers (the "Mergers") effected pursuant to an Agreement and Plan of Merger, dated as of August 21, 2023 (the "Merger Agreement"), by and among Permian, Smits Merger Sub I Inc., a Delaware corporation, Smits Merger Sub II LLC, a Delaware limited liability company, and OpCo. On November 1, 2023, the transactions contemplated by the Merger Agreement, including the Mergers, were consummated (the "Closing").

F6: (Continued from footnote 5): In connection with the Mergers, (a) each issued and outstanding share of Earthstone Energy Inc., a Delaware corporation ("Earthstone") Class A common stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class A Common Stock, (b) each issued and outstanding share of Earthstone Class B common stock was converted into the right to receive 1.446 fully paid and nonassessable shares of Class C Common Stock, and (c) each common unit, representing limited liability company interests, of Earthstone Energy Holdings, LLC, a Delaware limited liability company, was converted into the right to receive 1.446 OpCo Units.

F7: Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of OpCo entered into in connection with the Closing (the "OpCo LLCA"), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such member's OpCo Units in exchange for, at OpCo's option, an equal number of shares of Class A Common Stock or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common Stock shall be surrendered by the holder and cancelled by Permian.