| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Crescent Energy Co [ CRGY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/13/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Class B Common Stock(1) | 09/13/2022 | D(3) | 2,568,786(2) | D | (2) | 36,813,628(5)(6)(7) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Crescent Energy OpCo LLC Units | (1)(2) | 09/13/2022 | D(3) | 2,568,786(2) | (1) | (4) | Class A Common Stock(1) | 2,568,786(2) | $14.1 | 36,813,628(5)(6)(7) | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), of Crescent Energy Company (the "Issuer"), when combined with an equal number of units of Crescent Energy OpCo LLC, a Delaware limited liability company ("OpCo," and such units the "OpCo Units"), are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis (or, at the Issuer's option, for cash). |
| 2. Represents 2,568,786 OpCo Units transferred to the Issuer by the Reporting Person and an equal number of shares of Class B Common Stock subsequently forfeited by the Reporting Person and canceled by the Issuer in exchange for $14.10 per OpCo Unit/share of Class B Common Stock (the "OpCo Unit Repurchase"). The OpCo Unit Repurchase was made pursuant to a Repurchase Agreement, dated September 8, 2022, by and among the Reporting Person, OpCo and, for the purposes of consent to the transfer of OpCo Units, the Issuer (the "Repurchase Agreement"). |
| 3. The Repurchase Agreement was specifically approved in advance by both the Issuer's Audit Committee of the Board of Directors (the "Audit Committee") and a Subcommittee of the Audit Committee formed for the express purpose of considering approval of the OpCo Unit Repurchase. The approval satisfied the requirements of Rule 16b-3(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| 4. Not applicable. |
| 5. Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of the Reporting Person, Liberty Energy Holdings, LLC ("LEH") has the sole right to vote or dispose of the OpCo Units and shares of Class B Common Stock held by the Reporting Person. Therefore, LEH is deemed to have beneficial ownership of such OpCo Units and shares of Class B Common Stock. The sole member of LEH is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes. |
| 6. (Continued from Footnote 5) Each of Reporting Person, LEH, Liberty Mutual, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the "Record Holders") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of some or all of the equity interests referred to in note 6 owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder disclaims beneficial ownership of such equity interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Record Holders are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| 7. Represents the aggregate number of shares of Class B Common Stock owned by the Reporting Person. The Reporting Person owns an equal number of OpCo Units which are exchangeable for shares of Class A Common Stock as described in note 1 above. |
| Remarks: |
| Each of the foregoing entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
| PT INDEPENDENCE ENERGY HOLDINGS LLC, By: Brandi Kendall, Title: Vice President | 09/13/2022 | |
| LIBERTY MUTUAL HOLDING COMPANY INC., By: Vlad Barbalat, Title: Executive Vice President | 09/13/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
