Permian Resources Corp — Director's Dealing 2023

Sep 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Permian Resources Corp (PR)
CIK: 0001658566
Period of Report: 2023-09-22

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
2023-09-22	Class C Common Stock	D	6390202	$0.00	Disposed	19358255	Direct
2023-09-22	Class C Common Stock	D	3189900	$0.00	Disposed	9663373	Direct
2023-09-22	Class C Common Stock	D	15087398	$0.00	Disposed	45705243	Direct
2023-09-22	Class A Common Stock	C	6390202	$0.00	Acquired	6390202	Direct
2023-09-22	Class A Common Stock	C	3189900	$0.00	Acquired	3189900	Direct
2023-09-22	Class A Common Stock	C	15087398	$0.00	Acquired	15087398	Direct
2023-09-22	Class A Common Stock	S	6390202	$12.6911	Disposed	0	Direct
2023-09-22	Class A Common Stock	S	3189900	$12.6911	Disposed	0	Direct
2023-09-22	Class A Common Stock	S	15087398	$12.6911	Disposed	0	Direct
2023-09-22	Class C Common Stock	D	569918	—	Disposed	18788337	Direct
2023-09-22	Class C Common Stock	D	284495	—	Disposed	9378878	Direct
2023-09-22	Class C Common Stock	D	1345587	—	Disposed	44359656	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-22	Common Units	$	C	6390202	Disposed		Class A Common Stock (6390202)	Direct
2023-09-22	Common Units	$	C	3189900	Disposed		Class A Common Stock (3189900)	Direct
2023-09-22	Common Units	$	C	15087398	Disposed		Class A Common Stock (15087398)	Direct
2023-09-22	Common Units	$	D	569918	Disposed		Class A Common Stock (569918)	Direct
2023-09-22	Common Units	$	D	284495	Disposed		Class A Common Stock (284495)	Direct
2023-09-22	Common Units	$	D	1345587	Disposed		Class A Common Stock (1345587)	Direct

Footnotes

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

F2: This amount represents the $13.05 price per share of Class A common stock of the Company less the underwriting discount of $0.3589 per share for shares 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 2,200,000 Common Units were transferred to the Issuer by the Reporting Persons and a corresponding number of shares of Class C common stock were subsequently forfeited by the Reporting Persons and canceled by the Company in exchange for an amount per Common Unit of PRC/share of Class C common stock 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 September 19, 2023, by and among the Reporting Persons, PRC and, for the purposes of consent to the transfer of Common Units, the Company. 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 of 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 of 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 of 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 Company 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.