Energy Management Associates L.L.C. Blackstone Form 3 VINE ENERGY / EMA L.L.C. Blackstone ownership change

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^*

BLACKSTONE FAMILY GP LLC

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2021

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

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 A Common Stock	57,143	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class A Common Stock	9,467,767	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class A Common Stock	56,462	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class A Common Stock	6,525,534	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class A Common Stock	681	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class A Common Stock	137,563	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class B Common Stock	17,437,592	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class B Common Stock	16,649,664	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Class B Common Stock	201,852	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Units of Vine Energy Holdings LLC	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	17,437,592	⁽¹⁵⁾	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Common Units of Vine Energy Holdings LLC	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	16,649,664	⁽¹⁵⁾	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾
Common Units of Vine Energy Holdings LLC	⁽¹⁵⁾	⁽¹⁵⁾	Class A Common Stock	201,852	⁽¹⁵⁾	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁹⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾

1. Name and Address of Reporting Person^*

BLACKSTONE FAMILY GP LLC

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Energy Partners Q L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Energy Management Associates L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone EMA L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Energy Family Investment Partnership SMD L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BTAS Associates L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Side-by-Side Umbrella Partnership L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Side-by-Side Umbrella GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BTAS Q Holdings L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP 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 &B 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. The general partner of BCP VI AIV is Blackstone Management Associates VI L.L.C.

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 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. The Blackstone Group Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Class C common stock of The Blackstone Group 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. Pursuant to the terms of an exchange agreement, dated as of March 17, 2021, common units of Vine Energy Holdings LLC ("Common Units") held by the Reporting Persons are exchangeable for shares of the issuer's Class A common stock on a one-for-one basis, and upon such exchange, an equivalent number of shares of the issuer's Class B common stock held by such holder will be canceled. These exchange rights do not expire.

16. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

17. 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.

18. 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 ENERGY PARTNERS Q L.P., By: Blackstone Energy Management Associates L.L.C., its gp, By: Blackstone EMA L.L.C., is sm, By: Blackstone Holdings III L.P., mm, By: Blackstone Holdings III GP Management L.L.C., its indirect gp, By: /s/ Tabea Hsi	03/17/2021
	BLACKSTONE ENERGY MANAGEMENT ASSOCIATES L.L.C., By: Blackstone EMA L.L.C., is sm, By: Blackstone Holdings III L.P., its mm, By: Blackstone Holdings III GP L.P., gp, By: Blackstone Holdings III GP Management L.L.C., gp, By: /s/ Tabea Hsi, Title: SMD	03/17/2021
	BLACKSTONE EMA 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	03/17/2021
	BLACKSTONE ENERGY FAMILY INVESTMENT PARTNERSHIP SMD L.P., By: Blackstone Family GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	03/17/2021
	BCP VI SBS HOLDINGS L.L.C., By: Blackstone Side-by-Side Umbrella Partnership L.P., its general partner, By: Blackstone Side-by-Side Umbrella GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Manager	03/17/2021
	BLACKSTONE SIDE-BY-SIDE UMBRELLA PARTNERSHIP L.P., By: Blackstone Side-by-Side Umbrella GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Manager	03/17/2021
	BLACKSTONE SIDE-BY-SIDE UMBRELLA GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Manager	03/17/2021
	BTAS Q HOLDINGS L.L.C., By: BTAS Associates L.L.C., its managing member, By: /s/ Jeffrey C. Iverson, Name: Jeffrey C. Iverson, Title: Managing Director and General Counsel	03/17/2021
	BTAS ASSOCIATES L.L.C., By: /s/ Jeffrey C. Iverson, Name: Jeffrey C. Iverson, Title: Managing Director and General Counsel	03/17/2021
	BLACKSTONE FAMILY GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	03/17/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Energy Management Associates L.L.C. Blackstone Form 3VINE ENERGY / EMA L.L.C. Blackstone ownership change