Magnolia Oil & Gas (MGY) Form 4 Magnolia Oil & Gas / Investment Services, L.L.C. EnerVest 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^*

EnerVest, Ltd.

(Last) (First) (Middle)

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Magnolia Oil & Gas Corp [ MGY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2021

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/28/2021		C		4,608,218(4)	A	(1)	27,612,444(2)(3)(5)(10)(11)	D
Class A Common Stock	09/28/2021		S		7,500,000(15)	D	$16.38(7)	20,112,444(2)(3)(10)(11)(14)	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
Class B Common Stock	(1)(4)	09/28/2021		C			4,608,218(4)	(1)	(9)	Class A Common Stock	4,608,218(4)	$0(1)	55,915,438(2)(3)(6)(10)(11)(12)	D
Class B Common Stock	(1)(8)	09/28/2021		S			3,000,000(8)	(1)	(9)	Class A Common Stock	3,000,000(8)	$16.38(7)	52,915,438(2)(3)(10)(11)(12)(13)	D

1. Name and Address of Reporting Person^*

EnerVest, Ltd.

(Last) (First) (Middle)

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Management GP, L.C.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Energy Institutional Fund XIV-A, L.P.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Energy Institutional Fund XIV-2A, L.P.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Energy Institutional Fund XIV-3A, L.P.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Energy Institutional Fund XIV-WIC, L.P.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Energy Institutional Fund XIV-C-AIV, L.P.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Energy Institutional Fund XIV-C, L.P.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnerVest Investment Services, L.L.C.

(Last) (First) (Middle)

C/O ENERVEST LTD.

1001 FANNIN STREET, SUITE 800

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).

2. EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A"). EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C").

3. EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C (such six entities together, the "Record Holders" and each, a "Record Holder").

4. Represents: (i) 3,049,908 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 31,862 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 583,656 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 602,100 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 340,692 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "September 2021 Conversion Shares").

5. Represents the September 2021 Conversion Shares and 23,004,226 shares of Class A Common Stock held by EV XIV-C.

6. Represents shares of Class B Common Stock held (prior to giving effect to the September 2021 Transfer (defined below)) as follows: (i) 37,007,140 shares of Class B Common Stock held by EV XIV-A; (ii) 386,595 shares of Class B Common Stock held by EV XIV-WIC; (iii) 7,081,994 shares of Class B Common Stock held by EV XIV-2A; (iv) 7,305,800 shares of Class B Common Stock held by EV XIV-3A; and (v) 4,133,909 shares of Class B Common Stock held by EV XIV-C-AIV.

7. This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of Class B Common Stock under the September 2021 Transfer.

8. Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 shares of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "September 2021 Transfer").

9. Not applicable.

10. Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder.

11. Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

12. Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")

13. EV XIV-A owns of record 35,021,616 shares of Class B Common Stock; EV XIV-2A owns of record 6,702,028 shares of Class B Common Stock; EV XIV-3A owns of record 6,913,826 shares of Class B Common Stock; EV XIV-WIC owns of record 365,853 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 3,912,115 shares of Class B Common Stock.

14. EV XIV-C owns of record 20,112,444 shares of Class A Common Stock.

15. Represents shares of Class A Common Stock sold in an underwritten block trade transaction pursuant to the Issuer's registration statement on Form S-3 filed with the SEC on August 10, 2018 (the "Block Trade"), as follows: (i) 3,049,908 shares of Class A Common Stock sold by EV XIV-A; (ii) 31,862 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 583,656 shares of Class A Common Stock sold by EV XIV-2A; (iv) 602,100 shares of Class A Common Stock sold by EV XIV-3A; (v) 340,692 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 2,891,782 shares of Class A Common Stock sold by EV XIV-C.

	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd.	09/30/2021
	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C.	09/30/2021
	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-A, L.P.	09/30/2021
	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-2A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-2A, L.P.	09/30/2021
	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-3A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-3A, L.P.	09/30/2021
	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EnerVest Holding XIV, LLC, the General Partner of EnerVest Energy Institutional Fund XIV-WIC, L.P.	09/30/2021
	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFC GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-C, L.P.	09/30/2021
	/s/ Jud Walker, President & Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFC GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P.	09/30/2021
	/s/ Travis W. Hancock, Senior Vice President & Chief Financial Officer, EnerVest Operating, L.L.C., the General Partner of EnerVest Holding, L.P., the sole member of EnerVest Investment Services, L.L.C.	09/30/2021
	** Signature of Reporting Person	Date
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