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

Mar 2, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Riley Exploration Permian, Inc. (REPX)
CIK: 0001001614
Period of Report: 2021-02-26

Reporting Person: LAWRENCE BRYAN H (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	1784113	Indirect
Common Stock, par value $0.001 per share	4677410	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Exchangeable Promissory Note	$14.72		Common Stock (443599)		Indirect

Footnotes

F1: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose. In connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of October 21, 2020, by and among Tengasco, Inc. ("TGC"), Antman Sub, LLC, a wholly-owned subsidiary of TGC ("Merger Sub"), and Riley Exploration - Permian, LLC ("REP"), as amended, pursuant to which Merger Sub merged with and into REP with REP surviving (the "Merger") and continuing as a wholly-owned subsidiary of TGC (which changed its name to "Riley Exploration Permian, Inc.", the "Issuer"), these shares were received in exchange for common units of REP (including common units of REP issued to the reporting person upon conversion of preferred units of REP immediately prior to the Merger).

F2: The share amounts of the Issuer's common stock reflect the 1-for-12 reverse stock split of the Issuer's common stock effected on February 26, 2021 immediately prior to the completion of the Merger.

F3: These securities are owned directly by Yorktown Energy Partners XI, L.P. ("Yorktown XI"). The reporting person is a member and a manager of Yorktown XI Associates LLC, the general partner of Yorktown XI Company LP, the general partner of Yorktown XI.

F4: These securities are owned directly by Riley Exploration Group, LLC ("REG"). Yorktown Energy Partners IV, L.P. ("Yorktown IV") is a member of REG. The reporting person is a member and a manager of Yorktown IV Company LLC, the general partner of Yorktown IV. Yorktown Energy Partners V, L.P. ("Yorktown V") is a member of REG. The reporting person is a member and a manager of Yorktown V Company LLC, the general partner of Yorktown V. Yorktown Energy Partners VI, L.P. ("Yorktown VI") is a member of REG. The reporting person is a member and a manager of Yorktown VI Associates LLC, the general partner of Yorktown VI Company LP, the general partner of Yorktown VI. Yorktown Energy Partners VII, L.P. ("Yorktown VII") is a member of REG. The reporting person is a member and a manager of Yorktown VII Associates LLC, the general partner of Yorktown VII Company LP, the general partner of Yorktown VII. Yorktown Energy Partners VIII, L.P. ("Yorktown VIII") is a member of REG.

F5: (continuation from footnote 4) The reporting person is a member and a manager of Yorktown VIII Associates LLC, the general partner of Yorktown VIII Company LP, the general partner of Yorktown VIII. Yorktown Energy Partners IX, L.P. ("Yorktown IX") is a member of REG. The reporting person is a member and a manager of Yorktown IX Associates LLC, the general partner of Yorktown IX Company LP, the general partner of Yorktown IX. Yorktown Energy Partners X, L.P. ("Yorktown X") is a member of REG. The reporting person is a member and a manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X.

F6: REG and Yorktown X are parties to an Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of December 31, 2020, whereby REG promises to pay to Yorktown X a principal sum plus interest. Interest accrues at a rate of fifteen percent (15.00%) per annum. There is no expiration or maturity of the Note, and Yorktown X can demand payment with 30 days written notice. REG can prepay the Note at any time. Pursuant to the terms of the Note, following the consummation of the Merger, Yorktown X can elect to receive shares of Common Stock of the Issuer held by REG in exchange for cancellation of the Note. The reported number of shares and exercise price are based on an exchange on March 1, 2021.

F7: The Note is held directly by Yorktown X. The reporting person is a member and a manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X.