Riley Exploration Permian (REPX) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Riley Exploration Group, LLC

(Last) (First) (Middle)

29 EAST RENO AVE., SUITE 500

(Street)

OKLAHOMA CITY OK 73104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Riley Exploration Permian, Inc. [ REPX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	07/28/2021		J(1)		390,860	D	$40.89	4,286,550	D
Common Stock, par value $0.001 per share	07/28/2021		C(1)		390,860	A	$40.89	4,677,410	D(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	07/28/2021		C			$5,755,202.42	07/28/2021	(1)	Common Stock	390,860	$0	0	D

1. Name and Address of Reporting Person^*

Riley Exploration Group, LLC

(Last) (First) (Middle)

29 EAST RENO AVE., SUITE 500

(Street)

OKLAHOMA CITY OK 73104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yorktown VIII Associates LLC

(Last) (First) (Middle)

410 PARK AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10022-4407

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yorktown Energy Partners IX, L.P.

(Last) (First) (Middle)

410 PARK AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10022-4407

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yorktown IX Associates LLC

(Last) (First) (Middle)

410 PARK AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10022-4407

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yorktown Energy Partners X, L.P.

(Last) (First) (Middle)

410 PARK AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10022-4407

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yorktown X Associates LLC

(Last) (First) (Middle)

410 PARK AVENUE

20TH FLOOR

(Street)

NEW YORK NY 10022-4407

(City) (State) (Zip)

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 second of two filings by Riley Exploration Group, LLC. Yorktown Energy Partners IV, L.P., Yorktown IV Company LLC, Yorktown Energy Partners V, L.P., Yorktown V Company LLC, Yorktown Energy Partners VI, L.P., Yorktown VI Associates LLC, Yorktown Energy Partners VII, L.P., Yorktown VII Associates LLC, and Yorktown Energy Partners VIII, L.P. (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 3 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.

	/s/ Bryan H. Lawrence, Manager of Riley Exploration Group, LLC Yorktown VIII Associates LLC	07/30/2021
	/s/ Bryan H. Lawrence, Managing Member Yorktown Energy Partners IX, L.P., By: Yorktown IX Company LP, its general partner, By: Yorktown IX Associates LLC, its general partner,	07/30/2021
	/s/ Bryan H. Lawrence, Managing Member Yorktown IX Associates LLC	07/30/2021
	/s/ Bryan H. Lawrence, Managing Member Yorktown Energy Partners X, L.P., By: Yorktown X Company LP, its general partner, By: Yorktown X Associates LLC, its general partner,	07/30/2021
	/s/ Bryan H. Lawrence, Managing Member Yorktown X Associates LLC	07/30/2021
	/s/ Bryan H. Lawrence, Managing Member	07/30/2021
	** Signature of Reporting Person	Date
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