Energy Capital Management, L.L.C. NGP Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

NGP XI US Holdings, L.P.

(Last) (First) (Middle)

2850 N. HARWOOD STREET, 19TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2025

3. Issuer Name and Ticker or Trading Symbol
INFINITY NATURAL RESOURCES, INC. [ INR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock(1)	9,631,441	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units of Infinity Natural Resources, LLC(1)	(1)	(1)	Class A Common Stock	9,631,441	(1)	D(2)

1. Name and Address of Reporting Person^*

NGP XI US Holdings, L.P.

(Last) (First) (Middle)

2850 N. HARWOOD STREET, 19TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GFW XI, L.L.C.

(Last) (First) (Middle)

2850 N. HARWOOD STREET, 19TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Energy Capital Management, L.L.C.

(Last) (First) (Middle)

2850 N. HARWOOD STREET, 19TH FLOOR

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Infinity Natural Resources, LLC ("INR LLC"), at the request of each holder, each Common Unit of INR LLC (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock, par value $0.01 per share, of the Issuer) may be redeemed at INR LLC's election for (a) newly-issued shares of Class A Common Stock, par value $0.01 per share, of the Issuer on a one-for-one basis or (b) cash. The Common Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.

2. The reported securities are directly held by NGP XI US Holdings, L.P. NGP XI Holdings GP, L.L.C. is the sole general partner of the NGP XI US Holdings, L.P. and NGP Natural Resources XI, L.P. is the sole member of NGP XI Holdings GP, L.L.C. G.F.W. Energy XI, L.P. is the sole general partner of NGP Natural Resources XI, L.P. GFW XI, L.L.C. is the sole general partner of G.F.W. Energy XI, L.P. GFW XI, L.L.C. has delegated full power and authority to manage NGP XI US Holdings, L.P. to NGP Energy Capital Management, L.L.C. Chris Carter, Craig Glick, Philip Deutch and Jill Lampert serve on the Executive Committee of NGP Energy Capital Management, L.L.C.

Remarks:

This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

	NGP XI US Holdings, L.P., By: NGP XI Holdings GP, L.L.C., its general partner, By: /s/ Chris Carter, Authorized Person	01/30/2025
	GFW XI, L.L.C., By: /s/ Chris Carter, Authorized Person	01/30/2025
	NGP Energy Capital Management, L.L.C., By: /s/ Chris Carter, Authorized Person	01/30/2025
	** Signature of Reporting Person	Date
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