UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Gulf Coast Ultra Deep Royalty Trust
(Name of Issuer)
Royalty Trust Units
(Title of Class of Securities)
40222T104
(CUSIP Number)
May 30, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Montex Highlander, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned By Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
31,143,150 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
31,143,150 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
31,143,150(1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
13.5%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Montex Highlander, LLC (“Montex”) may be deemed to have beneficial ownership over 31,143,150 royalty trust units (the “Royalty Trust Units”). Such Royalty Trust Units are held by Highlander Oil & Gas Assets LLC (“Highlander Assets”), which is a wholly-owned subsidiary of Highlander Oil & Gas Holdings LLC (“Highlander Holdings”). Montex holds approximately 85% of the units in Highlander Holdings. Montex disclaims its beneficial ownership of such Royalty Trust Units except to the extent of its pecuniary interest therein. |
| (2) | Based on 230,172,696 Royalty Trust Units outstanding, as reported on the Issuer’s Form 10-Q filed on May 9, 2023. |
EXPLANATORY NOTE
This Schedule 13G constitutes an initial Schedule 13G on behalf of Montex, and Amendment No. 2 (“Amendment No. 2”) to the Schedule 13G filed by Highlander Assets and Magnolia Oil & Gas Corporation (“Magnolia”) on March 15, 2019 (the “Original Schedule 13G”).
On May 30, 2023, Montex purchased all of the Highlander Holdings interests owned by MGY Louisiana, LLC (“MGY Louisiana”). Highlander Holdings wholly owns Highlander Assets, which owns the Royalty Trust Units. MGY Louisiana is a wholly-owned subsidiary of Magnolia Oil & Gas Operating LLC, which is a wholly-owned subsidiary of Magnolia Oil & Gas Intermediate LLC, which is a wholly-owned subsidiary of Magnolia Oil & Gas Parent LLC, whose managing member is Magnolia. On June 1, 2023, Magnolia filed Amendment No. 1 to the Original Schedule 13G to report MGY Louisiana’s disposition of all of its interests in Highlander Holdings. This Amendment No. 2 amends and restates in its entirety the Original Schedule 13G.
| Item 1(a). | Name of Issuer: | |
| Gulf Coast Ultra Deep Royalty Trust | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
The Bank of New York Mellon Trust Company, N.A., as trustee 601 Travis Street, 16th Floor, Houston, Texas 77002 | ||
| Item 2(a). | Houston, Texas | |
| Montex Highlander LLC | ||
| Item 2(b). | Address of the Principal Business Office or, if None, Residence: | |
| 420 Throckmorton Street, Suite 550, Fort Worth, TX 76102 | ||
| Item 2(c). | Citizenship: | |
| Montex Highlander LLC, a Texas limited liability company | ||
| Item 2(d). | Title of Class of Securities: | |
| Royalty Trust Units | ||
| Item 2(e). | CUSIP Number: | |
| 40222T104 | ||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): | |
| Not Applicable. | ||
| Item 4. | Ownership.
The information in items 1 through 11 on the cover pages to this Schedule 13G is incorporated by reference. | |
| Item��5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not Applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
| The information in items 1 through 11 on the cover pages to this Schedule 13G, including the notes thereto, is incorporated by reference. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not Applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not Applicable. | ||
| Item 10. | Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2023
| MONTEX HIGHLANDER, LLC | ||
| By: | /s/ Gary Allen | |
| Name: | Gary Allen | |
| Title: | Manager | |
