Riley Exploration Permian, Inc. — Director's Dealing 2021

Apr 14, 2021

SEC Form 4/A — Form 4/A

Issuer: Riley Exploration Permian, Inc. (REPX)
CIK: 0001001614
Period of Report: 2021-04-06

Reporting Person: Bluescape Riley Exploration Holdings LLC (10% Owner)
Reporting Person: Bluescape Riley Exploration Acquisition LLC (10% Owner)
Reporting Person: Bluescape Energy Recapitalization & Restructuring Fund III LP (10% Owner)
Reporting Person: Bluescape Energy Partners III GP LLC (10% Owner)
Reporting Person: Bluescape Resources GP Holdings LLC (10% Owner)
Reporting Person: Bluescape Resources Co LLC (10% Owner)
Reporting Person: WILDER C JOHN (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-06	Common Stock, par value $0.001 per share ("Common Stock")	J	634672	—	Disposed	5221767	Indirect

Footnotes

F1: On April 6, 2021, as required by its LLC Agreement, Bluescape Riley Exploration Acquisition LLC ("BREA") distributed (for no consideration) all 3,834,639 shares of Common Stock owned by BREA to its two members on a pro rata basis (the "Distribution"): (i) 3,144,875 shares to Bluescape Riley Exploration Holdings LLC, one of the Reporting Persons ("Bluescape Riley Holdings"), and (ii) 689,764 shares to Dernick Encore LLC ("Dernick"). No Reporting Person is affiliated with Dernick. At that time of the Distribution, Dernick owed $1,211,463 to Bluescape Riley Holdings under a secured loan. To fully repay the loan, Dernick agreed to reduce the net number of shares it would receive by 55,092 shares (the "Loan Repayment"). All 5,221,767 shares owned by Bluescape Riley Holdings after those two integrated transactions were previously reported as beneficially owned by Bluescape Riley Holdings in its Form 3 relating to Riley Exploration Permian, Inc. filed March 8, 2021.

F2: In the original Form 4 filed by the Reporting Persons on April 8, 2021, the 55,092 shares constituting the Loan Repayment were correctly disclosed but were not included in the total number of shares owned by Bluescape Riley Holdings on Table I or in Note 1.

F3: As a result of the BREA Distribution, BREA no longer owns any shares of Common Stock and will longer participate as a Reporting Person in any subsequent filings by the Reporting Persons under Section 16 of the Securities Exchange Act of 1934.

F4: Bluescape Energy Recapitalization and Restructuring Fund III LP, a Delaware limited partnership ("Bluescape Main Fund"), owns 90.06% of the membership interests of Bluescape Riley Holdings.

F5: Bluescape Energy Recapitalization and Restructuring Fund III (IP) LP, a Delaware limited partnership ("Bluescape IP"), owns 7.51% of the membership interests of Bluescape Riley Holdings.

F6: BERRIII (ECI) (RE) Intermediate Holdco LLC, a Delaware limited liability company ("Bluescape ECI Holdco"), owns 1.05% of the membership interests of Bluescape Riley Holdings. BERRIII (ECI) (RE) US Blocker LLC, a Delaware limited liability company ("Bluescape ECI Blocker"), owns 100% of the membership interests of Bluescape ECI Holdco, and BERRIII (ECI) Offshore Intermediate LP, a Cayman Islands limited partnership ("Bluescape ECI Offshore Holdco"), owns 100% of the membership interests of Bluescape ECI Blocker. Bluescape Energy Recapitalization and Restructuring Fund III (ECI) LP, a Cayman Islands limited partnership ("Bluescape ECI"), owns 100% of the limited partner interest of Bluescape ECI Offshore Holdco, and BERRIII (ECI) Offshore GP LTD, a Cayman Islands limited partnership ("Bluescape ECI Offshore GP"), owns 100% of the general partner interest of Bluescape ECI Offshore Holdco.

F7: BERR III (TE) (RE) Intermediate Holdco LLC, a Delaware limited liability company ("Bluescape TE Holdco"), owns 1.38% of the membership interests of Bluescape Riley Holdings, and BERR III (TE) (RE) US Blocker LLC, a Delaware limited liability company ("Bluescape TE Blocker"), owns 100% of the membership interests of Bluescape TE HoldCo. Bluescape Energy Recapitalization and Restructuring Fund III (TE) LP, a Delaware limited partnership ("Bluescape TE"), owns 100% of the membership interests of Bluescape TE Blocker.

F8: Bluescape Resources Company LLC, a Delaware limited liability company ("Bluescape Resources"), owns 100% of the membership interests of Bluescape Energy Partners LLC, a Delaware limited liability company ("BEP"), and has the power to direct the affairs of BEP. Bluescape Resources also owns 100% of the membership interests of Bluescape Resources GP Holdings LLC, a Delaware limited liability company ("Bluescape GP Holdings"), which in turn owns 100% of the membership interests of Bluescape Energy Partners III GP LLC, a Delaware limited liability company ("Bluescape GP"). Mr. C. John Wilder Jr. has the power to direct the affairs of Bluescape Resources as its Executive Chairman.