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| CUSIP No. 92763M105 | | 13D/A | | Page 20 of 22 |
(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented as follows:
The information in Item 5(c) of this Schedule 13D is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of Common Units beneficially owned assumes 79,120,603 Common Units outstanding, as reported in the prospectus on Form S-3 filed by the Issuer with the Securities and Exchange Commission on October 18, 2021.
The aggregate number and percentage of the Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of Common Units as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, BX Guidon Topco LLC directly holds 15,207,227 Common Units.
The controlling membership interests of BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Units referred to herein for purposes of Section 13(d) of the Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Units.
Any beneficial ownership of Common Units by any of the persons listed on Schedule I is set forth on Schedule I to the Schedule 13D filed on October 12, 2021.
(c) On October 19, 2021, Swallowtail Royalties LLC and Swallowtail Royalties II LLC (together, the “Swallowtail Entities”) distributed an aggregate of 15,250,000 Common Units to certain of their respective members, including the distribution of 15,207,227 Common Units to BX Guidon Topco LLC.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Units reported herein as beneficially owned by the Reporting Persons.
(e) Following the distribution of Common Units described in Item 5(c), each of Swallowtail Royalties LLC, Guidon Energy Holdings LP, Guidon Energy Holdings GP LLC, Swallowtail Royalties II LLC, Swallowtail Royalties Holdings LLC and BX Swallowtail Royalties Holding LLC ceased to beneficially own more than 5% of the outstanding Common Units.
