Mccain Ellis L Form 4 Crescent Energy / ELLIS L MCCAIN ownership change

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^*

MCCAIN ELLIS L

(Last) (First) (Middle)

600 TRAVIS STREET, SUITE 7200

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crescent Energy Co [ CRGY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2021

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

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

X	Form filed by One Reporting Person
	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
Class A common stock	12/07/2021		A		33,065	A	(1)(2)(3)	33,065	D

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

Explanation of Responses:

1. This Form 4 reports securities acquired in connection with the merger contemplated by that certain Transaction Agreement, dated June 7, 2021, by and among Crescent Energy Company (the "Issuer"), Contango Oil & Gas Company ("Contango"), Independence Energy LLC, IE OpCo LLC, IE C Merger Sub Inc. ("C Merger Sub") and IE L Merger Sub LLC ("L Merger Sub") (the "Transaction Agreement") whereby C Merger Sub merged with and into Contango, with Contango surviving the merger as a direct wholly owned subsidiary of the Issuer (the "Contango Merger") and Contango merged with and into L Merger Sub, with L Merger Sub surviving the merger as a direct wholly owned subsidiary of the Issuer (the "LLC Merger", together with the Contango Merger, the "Mergers"). On December 7, 2021, the effective time of the Mergers, (the "Effective Time"), each outstanding share of common stock, par value $0.04 per share, of Contango ("Contango common stock"),

2. (Continued from footnote 1) was converted automatically into the right to receive 0.200 shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Crescent Class A common stock") (the "Exchange Ratio"), with cash paid in lieu of the issuance of any fractional shares of Crescent Class A common stock.

3. (Continued from footnote 2) The Crescent Class A common stock acquired by the Reporting Person is reported above, and is the sum of (a) 27,641 shares of Crescent Class A common stock acquired as a result of the Mergers and (b) 5,424 shares of Crescent Class A common stock acquired as a result of the early acceleration of vesting of certain awards of restricted Contango Common Stock restricted cancelled in exchange for the right to receive the number of shares of Crescent Class A common stock equal to the product of the number of shares of Contango Common Stock subject to such award, multiplied by the Exchange Ratio. On the trading day immediately prior to the Effective Time, the closing price of Contango Common stock was $3.11 per share and the Crescent Class A common stock had not yet commenced trading.

Remarks:

	/s/ Bo Shi, as attorney-in-fact for Ellis L. McCain	12/08/2021
	** 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).
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