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Permian Resources Corp — Major Shareholding Notification 2023
Mar 14, 2023
30556_mrq_2023-03-14_9c06424a-34f8-440a-a6ad-7e29764ee8ed.zip
Major Shareholding Notification
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SC 13D/A 1 tm239335d1_sc13da.htm SC 13D/A
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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)*
Permian Resources Corporation
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
71424F105
(CUSIP Number)
Chris Mathiesen
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, NY 10019
(212) 993-0076
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 10, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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- The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).
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CUSIP No. 71424F105 13D Page 1 of 25 Pages
| 1 | Names of Reporting Persons Silver Run Sponsor, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 2,006,422 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 2,006,422 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,006,422 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 0.7% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 2 of 25 Pages
| 1 | Names of Reporting Persons Silver Run Sponsor Manager, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 2,006,422 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 2,006,422 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,006,422 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 0.7% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 3 of 25 Pages
| 1 | Names of Reporting Persons REL US Centennial Holdings, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 10,052,173 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 10,052,173 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,052,173 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 3.3% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 4 of 25 Pages
| 1 | Names of Reporting Persons REL IP General Partner LP | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 10,052,173 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 10,052,173 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,052,173 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 3.3% | |
| 14 | Type of Reporting Person PN |
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CUSIP No. 71424F105 13D Page 5 of 25 Pages
| 1 | Names of Reporting Persons REL IP General Partner Limited | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 10,052,173 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 10,052,173 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,052,173 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 3.3% | |
| 14 | Type of Reporting Person CO |
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CUSIP No. 71424F105 13D Page 6 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Energy Limited Investment Holdings, LP | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 10,052,173 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 10,052,173 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,052,173 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 3.3% | |
| 14 | Type of Reporting Person PN |
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CUSIP No. 71424F105 13D Page 7 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Holdings II (Cayman) Limited | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 10,052,173 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 10,052,173 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,052,173 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 3.3% | |
| 14 | Type of Reporting Person CO |
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CUSIP No. 71424F105 13D Page 8 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Non-ECI USRPI AIV, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 4,129,918 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 4,129,918 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,129,918 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person PN |
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CUSIP No. 71424F105 13D Page 9 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Non-ECI USRPI AIV GP, L.L.C. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 4,129,918 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 4,129,918 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,129,918 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 10 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Non-ECI Partners GP (Cayman), L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 4,129,918 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 4,129,918 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,129,918 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person PN |
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CUSIP No. 71424F105 13D Page 11 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Non-ECI GP Cayman LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 4,129,918 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 4,129,918 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,129,918 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 12 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Non-ECI GP Ltd. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 4,129,918 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 4,129,918 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,129,918 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% | |
| 14 | Type of Reporting Person CO |
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CUSIP No. 71424F105 13D Page 13 of 25 Pages
| 1 | Names of Reporting Persons Riverstone VI Centennial QB Holdings, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 41,084,578 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 41,084,578 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 41,084,578 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 13.4% | |
| 14 | Type of Reporting Person PN |
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CUSIP No. 71424F105 13D Page 14 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Energy Partners VI, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 41,084,578 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 41,084,578 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 41,084,578 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 13.4% | |
| 14 | Type of Reporting Person PN |
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CUSIP No. 71424F105 13D Page 15 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Energy GP VI, LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 41,084,578 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 41,084,578 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 41,084,578 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 13.4% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 16 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Energy GP VI Corp | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 41,084,578 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 41,084,578 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 41,084,578 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 13.4% | |
| 14 | Type of Reporting Person CO |
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CUSIP No. 71424F105 13D Page 17 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Holdings LLC | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 43,091,000 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 43,091,000 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 43,091,000 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 14.0% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 18 of 25 Pages
| 1 | Names of Reporting Persons Riverstone/Gower Mgmt Co Holdings, L.P. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 53,143,173 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 53,143,173 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 53,143,173 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 17.3% | |
| 14 | Type of Reporting Person PN |
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CUSIP No. 71424F105 13D Page 19 of 25 Pages
| 1 | Names of Reporting Persons Riverstone Management Group, L.L.C. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 53,143,173 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 53,143,173 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 53,143,173 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 17.3% | |
| 14 | Type of Reporting Person OO (Delaware limited liability company) |
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CUSIP No. 71424F105 13D Page 20 of 25 Pages
| 1 | Names of Reporting Persons David M. Leuschen | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization United States |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 58,227,600 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 58,227,600 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 58,227,600 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 19.0% | |
| 14 | Type of Reporting Person IN |
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CUSIP No. 71424F105 13D Page 21 of 25 Pages
| 1 | Names of Reporting Persons Pierre F. Lapeyre, Jr. | |
|---|---|---|
| 2 | Check the Appropriate Box if a Member of a Group | (a) ¨ (b) ¨ |
| 3 | SEC Use Only | |
| 4 | Source of Funds (See Instructions) OO | |
| 5 | Check | |
| if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ | ||
| 6 | Citizenship or Place of Organization United States |
| Number of Shares Beneficially Owned by Each Reporting Person With | Sole Voting Power 0 |
|---|---|
| 8 | Shared Voting Power 57,273,091 |
| 9 | Sole Dispositive Power 0 |
| 10 | Shared Dispositive Power 57,273,091 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 57,273,091 | |
|---|---|---|
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ¨ |
| 13 | Percent of Class Represented by Amount in Row (11) 18.7% | |
| 14 | Type of Reporting Person IN |
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CUSIP No. 71424F105 13D Page 22 of 25 Pages
Explanatory Note
This Amendment No. 13 to Schedule 13D (this “Amendment No. 13”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 21, 2016 (as amended to date, the “Schedule 13D”), relating to the Class A Common Stock (the “Class A Common Stock”) of Permian Resources Corporation (formerly known as Centennial Resource Development, Inc.) (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented as follows:
March 2023 Sales .
On March 7, 2023, Riverstone VI Centennial QB Holdings, L.P. (“Riverstone QB Holdings”), REL US Centennial Holdings, LLC (“REL US”), Riverstone Non-ECI USRPI AIV, L.P. (“Riverstone Non-ECI”), Silver Run Sponsor, LLC (“Silver Run Sponsor”), and David M. Leuschen (collectively, the “Riverstone Parties”) sold an aggregate of 14,320,070 shares of Class A Common Stock at a price of $10.6975 per share (the “Offering”) to J.P. Morgan Securities LLC and Citigroup Global Markets Inc. (together, the “Underwriters”) pursuant to an underwriting agreement dated as of March 7, 2023 (the “Underwriting Agreement”), by and among the Issuer, the Underwriters, the Riverstone Parties and certain other selling stockholders. The Riverstone Parties granted the Underwriters a 30-day option to purchase up to an aggregate of 1,718,408 additional shares of Class A common stock, which was exercised in full and which amount is included in the 14,320,070 shares of Class A Common Stock reported as sold by the Riverstone Parties above. The Offering closed on March 10, 2023.
Pursuant to the Underwriting Agreement, each of the Riverstone Parties has agreed that, subject to specified exceptions, without the prior written consent of the Underwriters, such each Riverstone Party will not, during the period ending 60 days after the date of the final prospectus filed in connection with the Offering: (i) sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Class A Common Stock, or any options or warrants to purchase any shares of Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock; or (ii) engage in any hedging or other transaction, including any short sale, or any purchase, sale or grant of any put or call option, which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Riverstone Party’s shares of Class A Common Stock even if such shares would be disposed of by someone other than the Riverstone Parties.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 11 hereto and is incorporated herein by reference.
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CUSIP No. 71424F105 13D Page 23 of 25 Pages
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date hereof, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 306,968,090 shares of Class A Common Stock outstanding as of March 9, 2023, following the Offering.
| Reporting Person — Silver Run Sponsor, LLC | 2,006,422 | 0.7 % | 0 | 2,006,422 | 0 | 2,006,422 |
|---|---|---|---|---|---|---|
| Silver Run Sponsor Manager, LLC | 2,006,422 | 0.7 % | 0 | 2,006,422 | 0 | 2,006,422 |
| REL US Centennial Holdings, LLC | 10,052,173 | 3.3 % | 0 | 10,052,173 | 0 | 10,052,173 |
| REL IP General Partner LP | 10,052,173 | 3.3 % | 0 | 10,052,173 | 0 | 10,052,173 |
| REL IP General Partner Limited | 10,052,173 | 3.3 % | 0 | 10,052,173 | 0 | 10,052,173 |
| Riverstone Energy Limited Investment Holdings, LP | 10,052,173 | 3.3 % | 0 | 10,052,173 | 0 | 10,052,173 |
| Riverstone Holdings II (Cayman) Ltd. | 10,052,173 | 3.3 % | 0 | 10,052,173 | 0 | 10,052,173 |
| Riverstone Non-ECI USRPI AIV, L.P. | 4,129,918 | 1.3 % | 0 | 4,129,918 | 0 | 4,129,918 |
| Riverstone Non-ECI USRPI AIV GP, L.L.C. | 4,129,918 | 1.3 % | 0 | 4,129,918 | 0 | 4,129,918 |
| Riverstone Non-ECI Partners GP (Cayman), L.P. | 4,129,918 | 1.3 % | 0 | 4,129,918 | 0 | 4,129,918 |
| Riverstone Non-ECI GP Cayman LLC | 4,129,918 | 1.3 % | 0 | 4,129,918 | 0 | 4,129,918 |
| Riverstone Non-ECI GP Ltd. | 4,129,918 | 1.3 % | 0 | 4,129,918 | 0 | 4,129,918 |
| Riverstone VI Centennial QB Holdings, L.P. | 41,084,578 | 13.4 % | 0 | 41,084,578 | 0 | 41,084,578 |
| Riverstone Energy Partners VI, L.P. | 41,084,578 | 13.4 % | 0 | 41,084,578 | 0 | 41,084,578 |
| Riverstone Energy GP VI, LLC | 41,084,578 | 13.4 % | 0 | 41,084,578 | 0 | 41,084,578 |
| Riverstone Energy GP VI Corp | 41,084,578 | 13.4 % | 0 | 41,084,578 | 0 | 41,084,578 |
| Riverstone Holdings LLC | 43,091,000 | 14.0 % | 0 | 43,091,000 | 0 | 43,091,000 |
| Riverstone/Gower Mgmt Co Holdings, L.P. | 53,143,173 | 17.3 % | 0 | 53,143,173 | 0 | 53,143,173 |
| Riverstone Management Group, L.L.C. | 53,143,173 | 17.3 % | 0 | 53,143,173 | 0 | 53,143,173 |
| David M. Leuschen | 58,227,600 | 19.0 % | 0 | 58,227,600 | 0 | 58,227,600 |
| Pierre F. Lapeyre Jr. | 57,273,091 | 18.7 % | 0 | 57,273,091 | 0 | 57,273,091 |
Silver Run Sponsor is the record holder of 2,006,422 shares of Class A Common Stock. REL US is the record holder of 10,052,173 shares of Class A Common Stock. Riverstone Non-ECI is the record holder of 4,129,918 shares of Class A Common Stock. Riverstone QB Holdings is the record holder of 41,084,578 shares of Class A Common Stock. David M. Leuschen is the record holder of 954,509 shares of Class A Common Stock.
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CUSIP No. 71424F105 13D Page 24 of 25 Pages
Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management. Riverstone Management is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings and the sole shareholder of Riverstone Holdings II. Riverstone Holdings is the managing member of Silver Run Manager, which is the managing member of Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Management, Riverstone/Gower, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims beneficial ownership of these securities.
Riverstone Holdings is also the sole shareholder of Riverstone Energy Corp, which is the managing member of Riverstone Energy GP, which is the general partner of Riverstone Energy Partners, which is the general partner of Riverstone QB Holdings. As such, each of Riverstone Energy Partners, Riverstone Energy GP, Riverstone Energy Corp, Riverstone Holdings, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone QB Holdings. Each such entity or person disclaims beneficial ownership of these securities.
Riverstone Holdings II is the general partner of Riverstone Investment, which is the sole shareholder of REL IP GP, which is the general partner of REL IP, which is the managing member of REL US. As such, each of REL IP, REL IP GP, Riverstone Investments, Riverstone Holdings II, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by REL US. Each such entity or person disclaims beneficial ownership of these securities.
Non-ECI GP Ltd. is the sole member of Non-ECI Cayman GP, which is the general partner of Non-ECI Cayman, which is the sole member of Riverstone Non-ECI GP, which is the general partner of Riverstone Non-ECI. Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre, who have or share voting and investment discretion with respect to the securities held of record by Riverstone Non-ECI. As such, each of Riverstone Non-ECI GP, Non-ECI Cayman, Non-ECI Cayman GP, Non-ECI GP Ltd., Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone Non-ECI. Each such entity or person disclaims beneficial ownership of these securities.
(c) Except as described in Item 4, during the past 60 days neither the Reporting Persons nor any of the Related Persons has effected any transactions with respect to the Class A Common Stock.
(d) None.
(e) Not applicable.
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CUSIP No. 71424F105 13D Page 25 of 25 Pages
Item 7. Materials to be Filed as Exhibits
| Exhibit Number | Description |
|---|---|
| 12 | Underwriting Agreement, dated as of March 7, 2023, by and among Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P., Silver Run Sponsor, LLC, David M. Leuschen, NGP Centennial Follow-On LLC, the Issuer and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 99.1 to the Issuer’s current report on Form 8-K filed on March 8, 2023). |
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CUSIP No. 71424F105 13D Page 1 of 4 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date : March 14, 2023
| Silver Run Sponsor, LLC | |
|---|---|
| By: | Silver Run Sponsor Manager, LLC, its managing member |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Managing Director |
| Silver Run Sponsor Manager, LLC | |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Managing Director |
| REL US Centennial Holdings, LLC | |
| By: | REL IP General Partner LP, its managing member |
| By: | REL IP General Partner Limited, its general partner |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Director |
| REL IP General Partner LP | |
| By: | REL IP General Partner Limited, its general partner |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Director |
| REL IP General Partner Limited | |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Director |
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CUSIP No. 71424F105 13D Page 2 of 4 Pages
| Riverstone Energy Limited Investment Holdings, LP | |
|---|---|
| By: | Riverstone Holdings II (Cayman) Ltd., its general partner |
| By: | /s/ David M. Leuschen |
| Name: | David M. Leuschen |
| Title: | Director |
| Riverstone Holdings II (Cayman) Ltd. | |
| By: | /s/ David M. Leuschen |
| Name: | David M. Leuschen |
| Title: | Director |
| Riverstone Non-ECI USRPI AIV, L.P. | |
| By: | Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Managing Director |
| Riverstone Non-ECI USRPI AIV GP, L.L.C. | |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Managing Director |
| Riverstone Non-ECI Partners GP (Cayman), L.P. | |
| By: | Riverstone Non-ECI GP Cayman LLC, its general partner |
| By: | Riverstone Non-ECI GP Ltd., its sole member |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Director |
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CUSIP No. 71424F105 13D Page 3 of 4 Pages
| Riverstone Non-ECI GP Cayman LLC | |
|---|---|
| By: | Riverstone Non-ECI GP Ltd., its sole member |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Director |
| Riverstone Non-ECI GP Ltd. | |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Director |
| Riverstone VI Centennial QB Holdings, L.P. | |
| By: | Riverstone Energy Partners VI, L.P., its general partner |
| By: | Riverstone Energy GP VI, LLC, its general partner |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Managing Director |
| Riverstone Energy Partners VI, L.P. | |
| By: | Riverstone Energy GP VI, LLC, its general partner |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Managing Director |
| Riverstone Energy GP VI, LLC | |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Managing Director |
| Riverstone Energy GP VI Corp | |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Vice President |
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CUSIP No. 71424F105 13D Page 4 of 4 Pages
| Riverstone Holdings LLC | |
|---|---|
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Authorized Person |
| Riverstone/Gower Mgmt Co Holdings, L.P. | |
| By: | Riverstone Management Group, L.L.C., its general partner |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Manager |
| Riverstone Management Group, L.L.C. | |
| By: | /s/ Peter Haskopoulos |
| Name: | Peter Haskopoulos |
| Title: | Manager |
| David M. Leuschen | |
| By: | /s/ David M. Leuschen |
| Pierre F. Lapeyre, Jr. | |
| By: | /s/ Pierre F. Lapeyre |
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