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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/27/2024 |
3. Issuer Name and Ticker or Trading Symbol
LandBridge Co LLC [ LB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 B shares | 57,901,603(1)(2)(3) | I | See Footnotes(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
DBR Land Holdings LLC common units | (3) | (3) | Class A shares | 57,901,603(4) | (3) | I | See Footnote(4) |
Explanation of Responses: |
1. Includes 57,901,603 Class B shares representing limited liability company interests (the "Class B shares") of the Issuer that will be directly held by LandBridge Holdings LLC ("LandBridge Holdings") following the closing of the Issuer's initial public offering of its Class A shares representing limited liability company interests (the "Class A shares") and the concurrent private placement of Class A shares. Five Point Energy Fund II AIV-VII LP ("Fund II") and Five Point Energy Fund III AIV-VIII LP ("Fund III"), which will collectively own 97.4% of the capital interests of LandBridge Holdings following the closing of the Issuer's initial public offering, will have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP is the sole general partner of Fund II. Five Point Energy GP II LLC is the sole general partner of Five Point Energy GP II LP. |
2. (Continued from footnote 1) Five Point Energy GP III LP is the sole general partner of Fund III. Five Point Energy GP III LLC is the sole general partner of Five Point Energy GP III LP. Each of Five Point Energy GP II LLC and Five Point Energy GP III LLC is controlled by the reporting person as each respective entity's sole member. As a result of the foregoing, the reporting person may exercise voting and dispositive power over the Class B shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. The reporting person disclaims beneficial ownership of Class B shares in excess of his pecuniary interest therein, if any. |
3. Each Class B share has no economic rights but entitles its holder to one vote on all matters to be voted on by the shareholders of the Issuer generally. At the request of a holder, each membership interest ("OpCo Unit") in DBR Land Holdings LLC ("OpCo") may be redeemed (along with the cancellation of a corresponding Class B share) for, subject to certain restrictions in the amended and restated limited liability company agreement of OpCo (the "OpCo LLCA"), newly issued Class A shares on a one-for-one basis or for a cash payment to be determined pursuant to the OpCo LLCA for each OpCo Unit redeemed. The OpCo Units do not expire. |
4. Includes 57,901,603 OpCo Units that will be directly held by LandBridge Holdings, of which, as described in Footnotes 1 and 2 to this Form 3, the reporting person may be deemed to be the beneficial owner thereof. The reporting person disclaims beneficial ownership of OpCo Units in excess of his pecuniary interest therein, if any. |
Remarks: |
This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-279893) of the Issuer. Exhibit List: Exhibit 24.1 - Power of Attorney |
By: /s/ David Capobianco | 06/27/2024 | |
** 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 5 (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. |