Statement of Changes in Beneficial Ownership (4)
July 30 2021 - 2:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Riley Exploration Group, LLC |
2. Issuer Name and Ticker or Trading Symbol
Riley Exploration Permian, Inc.
[
REPX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
29 EAST RENO AVE., SUITE 500, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2021 |
(Street)
OKLAHOMA CITY, OK 73104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.001 per share | 7/28/2021 | | J(1) | | 390860 | D | $40.89 | 4286550 | D | |
Common Stock, par value $0.001 per share | 7/28/2021 | | C(1) | | 390860 | A | $40.89 | 4677410 | D (2)(3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Exchangeable Promissory Note | $40.89 | 7/28/2021 | | C | | | $5755202.42 | 7/22/2021 | (1) | Common Stock | 390860 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Riley Exploration Group, LLC ("REG") and Yorktown Energy Partners X, L.P. ("Yorktown X") are parties to a Second Amended and Restated Exchangeable Promissory Note (the "Note"), dated as of July 22, 2021, 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, the Note is exchangeable for Common Stock of the Issuer. On July 28, 2021, Yorktown X elected to exchange the Note. See footnote 2 for the nature of the beneficial ownership of the reporting persons. |
(2) | Includes 390,860 shares owned directly by Yorktown X and 4,286,550 shares owned directly by REG following exchange of the Note. Yorktown Energy Partners IV, L.P. ("Yorktown IV"), Yorktown Energy Partners V, L.P. ("Yorktown V"), Yorktown Energy Partners VI, L.P. ("Yorktown VI"), Yorktown Energy Partners VII, L.P. ("Yorktown VII"), Yorktown Energy Partners VIII, L.P. ("Yorktown VIII"), Yorktown Energy Partners IX, L.P. ("Yorktown IX") and Yorktown X collectively own approximately 94% of REG. Yorktown IV Company LLC is the sole general partner of Yorktown IV. Yorktown V Company LLC is the sole general partner of Yorktown V. Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP, the sole general partner of Yorktown VI. Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP, the sole general partner of Yorktown VII. |
(3) | (continuation of footnote 2) Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP, the sole general partner of Yorktown VIII. Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP, the sole general partner of Yorktown IX. Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X. |
Remarks: This Form 4 is the first of two filings by Riley Exploration Group, LLC. Yorktown VIII Associates LLC, Yorktown Energy Partners IX, L.P., Yorktown IX Associates LLC, Yorktown Energy Partners X, L.P., and Yorktown X Associates LLC (the "Other Filers") are also reporting persons. Since the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report, the Other Filers have filed a separate Form 4 that relates to the same securities reported herein. Thus, in total, there are 15 joint filers: the Other Filers and each person that is a signatory to this Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Riley Exploration Group, LLC 29 EAST RENO AVE., SUITE 500 OKLAHOMA CITY, OK 73104 |
| X |
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YORKTOWN ENERGY PARTNERS IV LP 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Yorktown IV CO LLC 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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YORKTOWN ENERGY PARTNERS V LP 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Yorktown V CO LLC 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Yorktown Energy Partners VI LP 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Yorktown VI Associates LLC 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Yorktown Energy Partners VII, L.P. 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Yorktown VII Associates LLC 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Yorktown Energy Partners VIII, L.P. 410 PARK AVENUE 20TH FLOOR NEW YORK, NY 10022 |
| X |
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Signatures
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/s/ Bryan H. Lawrence, Manager of Riley Exploration Group, LLC
Yorktown Energy Partners IV, L.P., By: Yorktown VI Company LLC, its general partner | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown VI Company LLC | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown Energy Partners V, L.P., By: Yorktown V Company LLC, its general partner | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown V Company LLC | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown Energy Partners VI, L.P., By: Yorktown VI Company LP, its general partner, By: Yorktown VI Associates LLC, its general partner, | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown VI Associates LLC | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown Energy Partners VII, L.P., By: Yorktown VII Company LP, its general partner, By: Yorktown VII Associates LLC, its general partner, | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown VII Associates LLC | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member
Yorktown Energy Partners VIII, L.P., By: Yorktown VIII Company LP, its general partner, By: Yorktown VIII Associates LLC, its general partner, | | 7/30/2021 |
**Signature of Reporting Person | Date |
/s/ Bryan H. Lawrence, Managing Member | | 7/30/2021 |
**Signature of Reporting Person | Date |
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