Magnolia Oil & Gas (MGY) 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^*

Magnolia Oil & Gas Corp

(Last) (First) (Middle)

NINE GREENWAY PLAZA, SUITE 1300

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2019

3. Issuer Name and Ticker or Trading Symbol
Gulf Coast Ultra Deep Royalty Trust [ GULTU ]

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)
Royalty Trust Units	31,143,150	I	See Footnote(1)

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

1. Name and Address of Reporting Person^*

Magnolia Oil & Gas Corp

(Last) (First) (Middle)

NINE GREENWAY PLAZA, SUITE 1300

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Highlander Oil & Gas Assets LLC

(Last) (First) (Middle)

NINE GREENWAY PLAZA, SUITE 1400

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

Explanation of Responses:

1. The royalty trust units are owned directly by Highlander Oil & Gas Assets LLC, which is a wholly-owned subsidiary of Highlander Oil & Gas Holdings LLC. MGY Louisiana LLC holds approximately 85% of the units in Highlander Oil & Gas Holdings LLC. MGY Louisiana LLC is a wholly-owned subsidiary of Magnolia Oil & Gas Operating LLC, which is a wholly-owned subsidiary of Magnolia Oil & Gas Intermediate LLC, which is a wholly-owned subsidiary of Magnolia Oil & Gas Parent LLC, whose managing member is Magnolia Oil & Gas Corporation ("Magnolia"). Magnolia disclaims its beneficial ownership of the Royalty Trust Units except to the extent of its pecuniary interest therein.

Remarks:

	Magnolia Oil & Gas Corporation, /s/ Timothy D. Yang	03/15/2019
	Highlander Oil & Gas Assets LLC, /s/ Jordan Benningfield	03/15/2019
	** Signature of Reporting Person	Date
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