Bayou City Energy Management Form 4 MACH NATURAL RESOURCES / William Wallace McMullen 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^*

McMullen William Wallace

(Last) (First) (Middle)

14201 WIRELESS WAY,

SUITE 300

(Street)

OKLAHOMA CITY OK 73134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MACH NATURAL RESOURCES LP [ MNR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024

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
Common Units	12/10/2024		P		65,000	A	$14.83(1)	68,291,633	I	Held by BCE-Mach Aggregator LLC(4)
Common Units	12/11/2024		P		125,000	A	$14.99(2)	68,416,633	I	Held by BCE-Mach Aggregator LLC(4)
Common Units	12/12/2024		P		146,758	A	$15.01(3)	68,563,391	I	Held by BCE-Mach Aggregator LLC(4)

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

1. Name and Address of Reporting Person^*

McMullen William Wallace

(Last) (First) (Middle)

14201 WIRELESS WAY,

SUITE 300

(Street)

OKLAHOMA CITY OK 73134

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCE-Mach Aggregator LLC

(Last) (First) (Middle)

C/O BAYOU CITY ENERGY, L.P.

1201 LOUISIANA STREET SUITE 3308

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAYOU CITY ENERGY MANAGEMENT LLC

(Last) (First) (Middle)

C/O BAYOU CITY ENERGY, L.P.

1201 LOUISIANA STREET SUITE 3308

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $14.72 to $15.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

2. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $14.67 to $15.15, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $14.61 to $15.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote (3) to this Form 4.

4. BCE-Mach Aggregator LLC is indirectly managed by Bayou City Energy Management LLC ("BCEM"). William W. McMullen is the Managing Partner of BCEM. Each of BCEM and Mr. McMullen (by virtue of his relationship with BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the common units which BCE-Mach Aggregator LLC beneficially owns. Mr. McMullen disclaims beneficial ownership of such common units except to the extent of his pecuniary interest therein.

Remarks:

The Reporting Person is a Director of Mach Natural Resources GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

	BCE-Mach Aggregator LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Authorized Signatory	12/12/2024
	Bayou City Energy Management LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Managing Partner	12/12/2024
	William W. McMullen, By: /s/ William W. McMullen	12/12/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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