LandBridge (LB) Form 3/A LandBridge / David N Capobianco ownership change

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^*

LandBridge Holdings LLC

(Last) (First) (Middle)

C/O LANDBRIDGE COMPANY LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2024

3. Issuer Name and Ticker or Trading Symbol
LandBridge Co LLC [ LB ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/27/2024

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 Beneficially Owned
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	55,726,603(1)(2)(3)(4)(5)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Units	(4)	(4)	Class A shares(6)	55,726,603	(4)	D

1. Name and Address of Reporting Person^*

LandBridge Holdings LLC

(Last) (First) (Middle)

C/O LANDBRIDGE COMPANY LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Five Point Energy Fund II AIV-VII LP

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Five Point Energy Fund III AIV-VIII LP

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Five Point Energy GP II LP

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Five Point Energy GP II LLC

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Five Point Energy GP III LP

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Five Point Energy GP III LLC

(Last) (First) (Middle)

825 TOWN & COUNTRY LANE #700

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Capobianco David N

(Last) (First) (Middle)

C/O LANDBRIDGE COMPANY LLC

5555 SAN FELIPE STREET, SUITE 1200

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the closing of the initial public offering (the "IPO") of the Issuer, (i) LandBridge Holdings LLC ("LandBridge Holdings"), (a) LandBridge Holdings made a capital contribution to the Issuer in exchange for 55,726,603 of the Issuer's Class B shares representing limited liability company interests (the "Class B shares") and (b) LandBridge Holdings received 55,726,603 common units representing limited liability company interests ("OpCo Units") of DBR Land Holdings LLC, a Delaware limited liability company.

2. Includes 55,726,603 Class B shares that are directly held by LandBridge Holdings, which is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own 97.4% of the capital interests of LandBridge Holdings and have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III. Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP.

3. (Continued from footnote 2) Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. As a result of the foregoing, Mr. Capobianco 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. Mr. Capobianco disclaims beneficial ownership of Class B shares in excess of his pecuniary interest therein, if any.

4. 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 OpCo Unit 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 representing limited liability company interests in the Issuer 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.

5. In connection with the closing of the IPO, LandBridge Holdings and the Issuer entered into a Shareholder's Agreement, pursuant to which the Issuer granted LandBridge Holdings the right to designate a majority of the members of the board of directors of the Issuer. As a result, reporting persons constitute "directors by deputization" with respect to the Issuer.

6. Includes 55,726,603 OpCo Units that are directly held by LandBridge Holdings, of which, as described in Footnote 2 and 3 to this Form 3, David N. Capobianco may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units in excess of his pecuniary interest therein, if any.

Remarks:

This Form 3 amendment is being filed to (i) reflect the number of Class B shares and OpCo Units held by the reporting persons giving effect to the impact of the pricing and closing of the IPO, the exercise of the underwriters' option to purchase to purchase additional Class A shares in the IPO and the closing of a concurrent private placement of Class A shares to an accredited investor and (ii) add LandBridge Holdings LLC as a joint filer following its formation immediately prior to the closing of the IPO.

	/s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC	07/03/2024
	/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP	07/03/2024
	/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP	07/03/2024
	/s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP	07/03/2024
	/s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC	07/03/2024
	/s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP	07/03/2024
	/s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC	07/03/2024
	/s/ David N. Capobianco	07/03/2024
	** Signature of Reporting Person	Date
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