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PRIMEENERGY RESOURCES CORP Director's Dealing 2007

Feb 12, 2007

33439_dirs_2007-02-12_1fb7b86c-d5c0-4af1-9904-5f3ccd1cf30e.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PRIMEENERGY CORP (PNRG)
CIK: 0000056868
Period of Report: 2007-01-31

Reporting Person: GOLDMAN SACHS GROUP INC/ (10% Owner)
Reporting Person: GOLDMAN SACHS & CO (10% Owner)
Reporting Person: GSCP V ADVISORS, LLC (10% Owner)
Reporting Person: GSCP V OFFSHORE ADVISORS LLC (10% Owner)
Reporting Person: GS ADVISORS V LLC (10% Owner)
Reporting Person: GOLDMAN SACHS MANAGEMENT GP GMBH (10% Owner)
Reporting Person: GS CAPITAL PARTNERS V FUND LP (10% Owner)
Reporting Person: GS CAPITAL PARTNERS V OFFSHORE FUND LP (10% Owner)
Reporting Person: GS CAPITAL PARTNERS V GmbH & CO KG (10% Owner)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, par value $0.10 per share 624193 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Obligation to pay sale proceeds $0 Common Stock, par value $0.10 per share (592345) Indirect

Footnotes

F1: For text of Footnote 1, see Exhibit 99.1.

F2: For text of Footnote 2, see Exhibit 99.1.

F3: For text of Footnote 3, see Exhibit 99.1.

F4: For text of Footnote 4, see Exhibit 99.1.