RCP Ii F1 GP, L.L.C. Form 3 Vital Energy / DAVID M LEUSCHEN 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^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2023

3. Issuer Name and Ticker or Trading Symbol
Vital Energy, Inc. [ VTLE ]

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

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

5. 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 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)
Common Stock	3,370,497(1)	I	See footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

RIVERSTONE HOLDINGS LLC

(Last) (First) (Middle)

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCP II F1 GP, L.L.C.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCP F1 GP, L.L.C.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCP Strategic Credit Partners (A) GP, L.L.C.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone/Gower Mgmt Co Holdings, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Riverstone Management Group, L.L.C.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEUSCHEN DAVID M

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LAPEYRE PIERRE F JR

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Includes 2,635,582 shares of the Issuer's common stock ("Common Stock") held by Riverstone Credit Partners II - Direct, L.P. ("Riverstone Credit Partners II"), 344,751 shares of Common Stock held by Riverstone Credit Partners - Direct, L.P. ("Riverstone Credit Partners"), 32,664 shares of Common Stock held by Riverstone Strategic Credit Partners A-2 AIV, L.P. ("Riverstone Strategic Credit Partners") and 357,500 shares of Common Stock held by Maple Energy Holdings, LLC ("Maple"). The 357,500 shares held by Maple are currently being held in escrow and are subject to forfeiture to satisfy potential indemnification claims arising under the Purchase and Sale Agreement by and between Maple and the Issuer, dated September 13, 2023 (as amended, the "PSA"), during the 12-month period following the closing of the PSA.

2. RCP II F1 GP, L.L.C. is the sole general partner of RCP II F2 GP, L.P., which is the sole general partner of Riverstone Credit Partners II. RCP F1 GP, L.L.C. is the sole general partner of RCP F2 GP, L.P., which is the sole general partner of Riverstone Credit Partners. RCP Strategic Credit Partners (A) GP, L.L.C. is the sole general partner of RCP Strategic Credit Partners (A-2) GP, L.P., which is the is the sole general partner of Riverstone Strategic Credit Partners. Riverstone Maple Investor, LLC ("Maple Investor") is managed by Riverstone Credit Partners II, Riverstone Credit Partners and Riverstone Strategic Credit Partners, and Maple Investor is the sole member of Maple. David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management") and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management, which is the general partner of Riverstone/Gower

3. (Continued from footnote 2) Mgmt Co Holdings, L.P., which is the sole member of Riverstone Holdings LLC, which is the sole member of RCP II F1 GP, L.L.C., RCP F1 GP, L.L.C. and RCP Strategic Credit Partners (A) GP, L.L.C. As a result of these relationships, each of these entities and individuals may be deemed to have or share beneficial ownership of the securities held of record by Maple, and each of these entities and individuals (other than Maple Investor and Maple) may be deemed to have or share beneficial ownership of the securities held of record by Riverstone Credit Partners II, Riverstone Credit Partners and Riverstone Strategic Credit Partners. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

Remarks:

Due to limitations of the electronic filing system, each of Maple Energy Holdings, LLC, Riverstone Maple Investor, LLC, Riverstone Credit Partners II - Direct, L.P., Riverstone Credit Partners - Direct, L.P., Riverstone Strategic Credit Partners A-2 AIV, L.P., RCP II F2 GP, L.P., RCP F2 GP, L.P. and RCP Strategic Credit Partners (A-2) GP, L.P. are filing a separate Form 3.

	Riverstone Holdings LLC, By: /s/ Christopher Abbate, Authorized Person	11/09/2023
	RCP II F1 GP, L.L.C., By: Riverstone Holdings LLC, its sole member By: /s/ Christopher Abbate, Authorized Person	11/09/2023
	RCP F1 GP, L.L.C., By: Riverstone Holdings LLC, its sole member By: /s/ Christopher Abbate, Authorized Person	11/09/2023
	RCP Strategic Credit Partners (A) GP, L.L.C., By: /s/ Christopher Abbate, Authorized Person	11/09/2023
	Riverstone/Gower Mgmt Co Holdings, L.P., By: Riverstone Management Group, L.L.C., its general partner, By: /s/ Pierre F. Lapeyre, Jr., Managing Director	11/09/2023
	Riverstone Management Group, L.L.C. By: /s/ Pierre F. Lapeyre, Jr., Managing Director	11/09/2023
	/s/ David M. Leuschen	11/09/2023
	/s/ Pierre F. Lapeyre, Jr.	11/09/2023
	** Signature of Reporting Person	Date
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