Crescent Energy Form 4 Change in insider ownership

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
Estimated average burden
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^*

Independence Energy Aggregator L.P.

(Last)

(First)

(Middle)

600 TRAVIS STREET, SUITE 7200

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Crescent Energy Co [ CRGY ]

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)
11/15/2023

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 B Common Stock⁽¹⁾	11/15/2023		J⁽⁶⁾⁽⁷⁾		3,000,000	D	$0⁽⁶⁾	51,234,496	I	See footnotes⁽²⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/15/2023		C⁽⁶⁾⁽⁷⁾		3,000,000	A	$0⁽⁶⁾	3,000,000	I	See footnotes⁽²⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/15/2023		S⁽⁷⁾		3,000,000	D	$10.9⁽⁷⁾	0	I	See footnotes⁽²⁾⁽⁴⁾⁽⁵⁾
Class A Common Stock								572,354	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

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)
Crescent Energy OpCo LLC Units⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	11/15/2023⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	C⁽⁶⁾⁽⁷⁾			3,000,000⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class A Common Stock⁽⁶⁾⁽⁷⁾	3,000,000⁽⁶⁾⁽⁷⁾	$0⁽⁶⁾⁽⁷⁾	51,234,496⁽⁶⁾⁽⁷⁾	I⁽⁶⁾⁽⁷⁾	See footnotes⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Independence Energy Aggregator L.P.

(Last)

(First)

(Middle)

600 TRAVIS STREET, SUITE 7200

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Financial Holdings LLC

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Group Assets Holdings III L.P.

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR Group Assets III GP LLC

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KKR UPSTREAM ASSOCIATES LLC

(Last)

(First)

(Middle)

30 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Independence Energy Aggregator GP LLC

(Last)

(First)

(Middle)

600 TRAVIS STREET, SUITE 7200

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally.

2. Reflects securities held directly by Independence Energy Aggregator L.P. ("IE Aggregator"). Independence Energy Aggregator GP LLC is the general partner of IE Aggregator. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC.

3. Reflects securities held directly by KKR Upstream Associates LLC.

4. KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC are the controlling members of KKR Upstream Associates LLC. KKR Group Assets III GP LLC is the general partner of KKR Group Assets Holdings III L.P. KKR Group Partnership L.P. is the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

5. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

6. The terms of the Amended and Restated Limited Liability Company of Crescent Energy OpCo LLC ("OpCo") provide certain holders of units of OpCo ("OpCo LLC Units") with certain rights to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, subject to conversion rate adjustments for any equity split, equity distribution, reclassification or other similar transaction, or (b) an equivalent amount of cash based on the trading price of a share of Class A Common Stock of the Issuer on the trading day that is immediately prior to the date of the redemption. In connection with any redemption of OpCo LLC Units pursuant to the Redemption Right, the corresponding number of shares of the Class B Common Stock will be cancelled. The OpCo LLC Units and the Redemption Right have no expiration date.

7. On November 15, 2023, IE Aggregator converted 3,000,000 shares of Class B Common Stock and OpCo LLC Units into an equal number of shares of Class A Common Stock. On November 15, 2023, IE Aggregator sold 3,000,000 shares of Class A Common Stock at a price per share of $10.90.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Person have filed a separate Form 4.

	INDEPENDENCE ENERGY AGGREGATOR L.P., By: Independence Energy Aggregator GP LLC, its general partner, By: /s/Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Jason Carss, Assistant Secretary	11/17/2023
	KKR FINANCIAL HOLDINGS LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	11/17/2023
	KKR GROUP ASSETS HOLDINGS III L.P., By: KKR Group Assets III GP LLC, its general partner, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in- fact for Robert H. Lewin, Chief Financial Officer	11/17/2023
	KKR GROUP ASSETS III GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer	11/17/2023
	KKR UPSTREAM ASSOCIATES LLC, By: /s/ Christopher Lee, Name: Christopher Lee, 11/17/2023 Title: Attorney-in-fact for David Rockecharlie, Vice President	11/17/2023
	INDEPENDENCE ENERGY AGGREGATOR GP LLC, By: /s/ Christopher Lee, Name: Christopher Lee, Title: Attorney-in-fact for Jason Carss, Assistant Secretary	11/17/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Crescent Energy (CRGY) Form 4Change in insider ownership