Blackstone Holdings III GP Form 4 VINE ENERGY / Holdings III GP Management L.L.C. Blackstone 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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Blackstone Holdings III GP Management L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VINE ENERGY INC. [ VEI ]

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)
11/01/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/01/2021		C⁽¹⁸⁾		17,387,012	A	⁽¹⁸⁾	18,938,346	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		C⁽¹⁸⁾		16,588,860	A	⁽¹⁸⁾	18,068,757	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		C⁽¹⁸⁾		242,663	A	⁽¹⁸⁾	265,488	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		J⁽¹⁶⁾⁽¹⁷⁾		18,938,346	D	⁽¹⁶⁾⁽¹⁷⁾	0	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		J⁽¹⁶⁾⁽¹⁷⁾		10,312,823	D	⁽¹⁶⁾⁽¹⁷⁾	0	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		J⁽¹⁶⁾⁽¹⁷⁾		18,068,757	D	⁽¹⁶⁾⁽¹⁷⁾	0	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		J⁽¹⁶⁾⁽¹⁷⁾		7,129,295	D	⁽¹⁶⁾⁽¹⁷⁾	0	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		J⁽¹⁶⁾⁽¹⁷⁾		265,488	D	⁽¹⁶⁾⁽¹⁷⁾	0	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class A Common Stock	11/01/2021		J⁽¹⁶⁾⁽¹⁷⁾		104,547	D	⁽¹⁶⁾⁽¹⁷⁾	0	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class B Common Stock⁽¹⁵⁾	11/01/2021		J⁽¹⁸⁾		17,387,012	D	⁽¹⁸⁾	0	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class B Common Stock⁽¹⁵⁾	11/01/2021		J⁽¹⁸⁾		16,588,860	D	⁽¹⁸⁾	0	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Class B Common Stock⁽¹⁵⁾	11/01/2021		J⁽¹⁸⁾		242,663	D	⁽¹⁸⁾	0	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units of Vine Energy Holdings LLC	⁽¹⁸⁾	11/01/2021		C⁽¹⁸⁾			17,387,012	⁽¹⁸⁾	⁽¹⁸⁾	Class A common stock	17,387,012	$0.00	0	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Common Units of Vine Energy Holdings LLC	⁽¹⁸⁾	11/01/2021		C⁽¹⁸⁾			16,588,860	⁽¹⁸⁾	⁽¹⁸⁾	Class A common stock	16,588,860	$0.00	0	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾
Common Units of Vine Energy Holdings LLC	⁽¹⁸⁾	11/01/2021		C⁽¹⁸⁾			242,663	⁽¹⁸⁾	⁽¹⁸⁾	Class A common stock	242,663	$0.00	0	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁹⁾⁽²⁰⁾⁽²¹⁾

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP Management L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Capital Partners VI-Q L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Management Associates VI L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BMA VI L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Holdings III GP L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Family Investment Partnership VI ESC L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCP VI Side-By-Side GP L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Energy Family Investment Partnership ESC L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BEP Side-by-Side GP L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects securities directly held by Vine Investment LLC. Vine Oil & Gas Holdings LLC ("Holdings") is the managing member of Vine Investment LLC. Holdings is owned by Blackstone Capital Partners VI-Q L.P. ("BCP VI-Q"), Blackstone Energy Partners Q L.P. ("BEP Q"), Blackstone Family Investment Partnership VI-ESC L.P. ("BFIP VI"), Blackstone Energy Family Investment Partnership ESC L.P. ("BEFIP ESC") and Blackstone Energy Family Investment Partnership SMD L.P. ("BEFIP SMD"). The general partner of BEFIP ESC is BEP Side-by-Side GP L.L.C.

2. Reflects securities directly held by Vine Investment II LLC. Vine Investment II LLC is owned by Blackstone Capital Partners VI-Q (Pub) L.P. ("BCP VI AIV"), and Blackstone Energy Partners Q (Pub) L.P. ("BEP AIV").

3. Reflects securities directly held by Brix Investment LLC. Brix Investment LLC is owned by B&H Oil and Gas L.L.C ("B&H Oil & Gas"). B&H Oil & Gas is owned by BCP VI-Q, BFIP VI, BCP VI SBS Holdings L.L.C. ("BCP VI SBS Holdings"), Blackstone Energy Partners II Q L.P. ("BEP II Q"), Blackstone Energy Partners II.F Q L.P. ("BEP II.F Q"), Blackstone Energy Family Investment Partnership II-ESC L.P. ("BEFIP II-ESC"), Blackstone Energy Family Investment Partnership II SMD L.P. ("BEFIP II SMD"), BEP II SBS Holdings L.L.C. ("BEP II SBS Holdings") and BTAS Q Holdings L.L.C. ("BTAS Q Holdings"). The general partner of BFIP VI is BCP VI Side-by-Side GP L.L.C.

4. Reflects securities directly held by Brix Investment II LLC. Brix Investment II LLC is owned by Blackstone Energy Partners II Q (Pub) L.P. ("BEP II AIV"), Blackstone Energy Partners II.F Q (Pub) L.P. ("BEP II.F AIV") and BCP VI AIV.

5. Reflects securities of the Issuer held directly by Harvest Investment LLC. Harvest Investment LLC is owned by B&H Oil & Gas. B&H Oil & Gas is owned by BCP VI-Q, BFIP VI, BCP VI SBS Holdings, BEP II Q, BEP II.F Q, BEFIP II-ESC, BEFIP II SMD, BEP II SBS Holdings and BTAS Q Holdings. The general partner of BFIP VI is BCP VI Side-by-Side GP L.L.C. The general partner of BEFIP II-ESC is BEP II Side-by-Side GP L.L.C.

6. Reflects securities directly held by Harvest Investment II LLC. Harvest Investment II LLC is owned by BEP II AIV, BEP II.F AIV and BCP VI AIV.

7. Blackstone Management Associates VI L.L.C. is the general partner of BCP VI-Q and BCP VI AIV. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C.

8. Blackstone Energy Management Associates L.L.C. is the general partner of BEP AIV and BEP Q. The sole member of Blackstone Energy Management Associates L.L.C. is Blackstone EMA L.L.C.

9. Blackstone Energy Management Associates II L.L.C. is the general partner of BEP II Q, BEP II.F Q, BEP II AIV and BEP II.F AIV. The sole member of Blackstone Energy Management Associates II L.L.C. is Blackstone EMA II L.L.C.

10. Blackstone Family GP L.L.C. is the general partner of BEFIP SMD and BEFIP II SMD. Blackstone Family GP L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

11. Blackstone Side-by-Side Umbrella Partnership L.P. is the sole member of each of BEP II SBS Holdings and BCP VI SBS Holdings. The general partner of Blackstone Side-by-Side Umbrella Partnership L.P. is Blackstone Side-by-Side Umbrella GP L.L.C.

12. BTAS Associates L.L.C. is the managing member of BTAS Q Holdings.

13. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BTAS Associates L.L.C. and Blackstone EMA II L.L.C. and the sole member of each of BCP VI Side-by-Side GP L.L.C., BEP Side-by-Side GP L.L.C., BEP II Side-by-Side GP L.L.C. and Blackstone Side-by-Side Umbrella GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.

14. 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.

15. Each share of Class B Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.

16. On November 1, 2021, pursuant to the Agreement and Plan of Merger dated as of August 10, 2021 (the "merger agreement"), (i) a wholly owned subsidiary of Chesapeake Energy Corporation ("Chesapeake") merged with and into Vine Energy Inc. ("Vine"), with Vine surviving the merger as a wholly owned subsidiary of Chesapeake (the "first merger" and the surviving entity, the "surviving corporation", the time of such first merger being the "effective time"); and (ii) immediately following the first merger, the surviving corporation merged with and into Hannibal Merger Sub LLC, a wholly owned subsidiary of Chesapeake ("Merger Sub LLC"), with Merger Sub LLC surviving the merger as a wholly owned subsidiary of Chesapeake (the "second merger" and, together with the first merger, the "merger").

17. (Continued from Footnote 16) Immediately prior to the effective time, each Class B unit representing a limited liability company interest in Vine Energy Holdings LLC (individually, a "Holdings Unit"), and each corresponding share of Vine's Class B common stock, issued and outstanding at such time, was converted into Vine Class A common stock, par value $0.01 per share ("Class A common stock"), and each Holdings Unit and each corresponding share of Vine Class B common stock was cancelled and ceases to exist. As a result of the merger, each eligible share of Vine Class A common stock issued and outstanding immediately prior to the effective time was converted into the right to receive $1.20 in cash, without interest (the "cash consideration"), and 0.2486 shares (the "exchange ratio") of Chesapeake's common stock, par value $0.01 per share.

18. Pursuant to the merger agreement, prior to the consummation of the mergers and subject to the terms of the Amended and Restated Limited Liability Company Agreement of Vine Energy Holdings LLC, dated March 17, 2021, by and among Vine Energy Holdings LLC and the members thereof, the membership units of Vine Energy Holdings LLC were exchanged for Class A common stock on a one-for-one basis and an equivalent number of Class B common stock held by such holder was canceled.

19. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

20. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

21. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	11/03/2021
	BLACKSTONE CAPITAL PARTNERS VI-Q L.P., By: Blackstone Management Associates VI L.L.C., gp, By: BMA VI L.L.C., By: Blackstone Holdings III L.P. By: Blackstone Holdings III GP L.P., Blackstone Holdings III GP Management L.L.C. By: /s/ Tabea Hsi	11/03/2021
	BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., By: BMA VI L.L.C., sm, By: Blackstone Holdings III L.P. mm, By: Blackstone Holdings III GP L.P., gp, By: Blackstone Holdings III GP Management L.L.C., gp, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: SMD	11/03/2021
	BMA VI L.L.C., By: Blackstone Holdings III L.P. its managing member, By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: SMD	11/03/2021
	BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	11/03/2021
	BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	11/03/2021
	BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-ESC L.P., By: BCP VI Side-by-Side GP L.L.C., gp, By: Blackstone Holdings III L.P., sm, By: Blackstone Holdings III GP L.P., gp, By: Blackstone Holdings III GP Management L.L.C. gp, By: /s/ Tabea Hsi, Title: SMD	11/03/2021
	BCP VI SIDE-BY-SIDE GP L.L.C., By: Blackstone Holdings III L.P., its sole member, By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., gp, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: SMD	11/03/2021
	BLACKSTONE ENERGY FAMILY INVESTMENT PARTNERSHIP ESC L.P., By: BEP Side-by-Side GP L.L.C., gp, By: Blackstone Holdings III L.P., sm, By: Blackstone Holdings III GP L.P., gp, By: Blackstone Holdings III GP Management L.L.C., By: /s/ Tabea Hsi, Title: SMD	11/03/2021
	BEP SIDE-BY-SIDE GP L.L.C., By: Blackstone Holdings III L.P., its sole member, By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: SMD	11/03/2021
	** Signature of Reporting Person	Date
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Blackstone Holdings III GP Form 4VINE ENERGY / Holdings III GP Management L.L.C. Blackstone ownership change