Granite Ridge Resources (GRNT) 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

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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^*

GREP GP III, LLC

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Granite Ridge Resources, Inc. [ GRNT ]

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)
08/25/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	08/25/2023		J(1)		9,602,493	D	$0	19,244,957	I	See footnote(2)(3)
Common Stock, par value $0.0001 per share	08/25/2023		J(4)		22,047,123	D	$0	44,186,011	I	See footnote(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

GREP GP III, LLC

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grey Rock Energy Partners GP III, L.P.

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREP GP III Holdings, LLC

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grey Rock Energy Partners GP III-A, L.P.

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grey Rock Energy Fund III-A, LP

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREP Holdco III-A, LLC

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grey Rock Energy Partners GP III-B, L.P.

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grey Rock Energy Fund III-B, LP

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Grey Rock Energy Fund III-B Holdings, LP

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GREP Holdco III-B Holdings, LLC

(Last) (First) (Middle)

5217 MCKINNEY AVE., SUITE 400

(Street)

DALLAS TX 75205

(City) (State) (Zip)

Explanation of Responses:

1. Pro rata distribution from GREP Holdco III-A, LLC ("Holdco III-A").

2. These shares are owned directly by Holdco III-A. Holdco III-A is indirectly controlled by GREP GP III, LLC ("Fund III GP"). Fund III GP is the sole general partner of Grey Rock Energy Partners GP III, L.P. ("GREP GP III"), which is the sole member of GREP GP III Holdings, LLC ("GREP GP III Holdings"), which is the sole general partner of Grey Rock Energy Partners GP III-A, L.P. ("GP III-A"). GP III-A is the sole general partner of Grey Rock Energy Fund III-A, LP ("Fund III-A"), which is the sole member of Holdco III-A.

3. As a result, Fund III GP, GREP GP III and GREP GP III Holdings may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Granite Ridge Resources, Inc. ("Granite Ridge") common stock owned by Holdco III-A. Fund III GP, GREP GP III, GREP GP III Holdings, GP III-A and Fund III-A disclaim beneficial ownership of the Granite Ridge common stock held by Holdco III-A in excess of such entity's pecuniary interest therein.

4. Pro rata distribution from GREP Holdco III-B Holdings, LLC ("Holdco III-B").

5. These shares are owned directly by Holdco III-B. Holdco III-B is indirectly controlled Fund III GP. GREP GP III Holdings is the sole general partner of Grey Rock Energy Partners GP III-B, L.P. ("GP III-B"). GP III-B is the sole general partner of each of Grey Rock Energy Fund III-B, LP ("Fund III-B") and Grey Rock Energy Fund III-B Holdings, L.P. ("Fund III-B Holdings"). Fund III-B and Fund III-B Holdings are the sole members of Holdco III-B. As a result, Fund III GP, GREP GP III, GREP GP III Holdings, GP III-B, Fund III-B and Fund III-B Holdings may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Granite Ridge common stock owned by Holdco III-B. Fund III GP, GREP GP III, GREP GP III Holdings, GP III-B, Fund III-B and Fund III-B Holdings disclaim beneficial ownership of the Granite Ridge common stock held by Holdco III-B in excess of such entity's pecuniary interest therein.

Remarks:

	/s/ Emily Fuquay, by power of attorney for GREP GP III, LLC	08/30/2023
	/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP III, L.P.	08/30/2023
	/s/ Emily Fuquay, by power of attorney for GREP GP III Holdings, LLC	08/30/2023
	/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP III-A, L.P.	08/30/2023
	/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund III-A, LP	08/30/2023
	/s/ Emily Fuquay, by power of attorney for GREP Holdco III-A, LLC	08/30/2023
	/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP III-B, L.P.	08/30/2023
	/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund III-B, LP	08/30/2023
	/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund III-B Holdings, L.P.	08/30/2023
	/s/ Emily Fuquay, by power of attorney for GREP Holdco III-B Holdings, LLC	08/30/2023
	** 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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