EnerVest Files 13D/A Amendment for Magnolia Oil & Gas

TL;DR

EnerVest just updated their Magnolia Oil & Gas stake filing - something's changing.

AI Summary

EnerVest, Ltd. and its affiliates, including John B. Walker, have filed an SC 13D/A amendment on September 25, 2024, regarding their holdings in Magnolia Oil & Gas Corp. The filing indicates a change in the group's beneficial ownership, though specific new percentage or share counts are not detailed in this excerpt. The group previously held a significant stake, and this amendment suggests adjustments to their reporting or holdings.

Why It Matters

This filing signals a potential shift in the ownership structure or reporting strategy of a major shareholder in Magnolia Oil & Gas Corp, which could influence market perception and stock movement.

Risk Assessment

Risk Level: medium — Amendments to SC 13D filings often indicate significant changes in a major shareholder's position or intentions, which can introduce uncertainty.

Key Players & Entities

• EnerVest, Ltd. (company) — Filing entity
• Magnolia Oil & Gas Corp (company) — Subject company
• John B. Walker (person) — Member of the filing group
• ENERVEST ENERGY INSTITUTIONAL FUND XIV-2A, L.P. (company) — Affiliated entity
• TPG Pace Energy Holdings Corp. (company) — Former company name of Magnolia Oil & Gas Corp

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $25.86 — 024 Block Trade ”), at a price of $25.86 per share of Class A Common Stock. The

Filing Documents

• tm2424541d7_sc13da.htm (SC 13D/A) — 198KB
• 0001104659-24-102884.txt ( ) — 201KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER This Amendment No. 15 to Schedule 13D (this “ Final Amendment ”) relates to shares of Class A common stock, par value $0.0001 per share (the “ Class A Common Stock ”), of Magnolia Oil & Gas Corporation, a Delaware corporation (the “ Issuer ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. The address of the Issuer’s principal executive offices is Nine Greenway Plaza, Suite 1300, Houston, TX 77046.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosures: (a) On September 23, 2024, certain of the Record Holders and Magnolia Oil & Gas Parent LLC (“ Magnolia LLC ”) entered into an agreement whereby 500,000 shares of Class B Common Stock were transferred on the September 2024 Block Trade Closing Date (defined below), to the Issuer by certain of the Record Holders and subsequently cancelled in connection with certain of the Record Holders selling 500,000 units of Magnolia LLC to Magnolia LLC at the same price per unit as the shares of Class A Common Stock sold in the September 2024 Block Trade (defined below). Such shares were transferred on the September 2024 Block Trade Closing Date (defined below) to the Issuer in the amounts and from the Record Holders are set forth below: Record Holder Shares of Class A Common Stock Transferred Shares of Class B Common Stock Transferred EV XIV-A 0 330,921 EV XIV-2A 0 63,328 EV XIV-3A 0 65,329 EV XIV-WIC 0 3,457 EV XIV-C-AIV 0 36,965 (b) In connection with the September 2024 Block Trade, on September 23, 2024, certain of the Record Holders agreed to exchange 4,934,442 shares of Class B Common Stock and an equal number of units in Magnolia LLC for 4,934,442 shares of Class A Common Stock. The 4,934,442 shares of Class B Common Stock will be cancelled upon the issuance of an equal number of Class A Common Stock as set forth below: CUSIP No. 559663109 Schedule 13D Page 13 of 18 Pages Record Holder Shares of Class A Common Stock Issued Shares of Class B Common Stock Cancelled EV XIV-A 3,265,817 3,265,817 EV XIV-2A 624,974 624,974 EV XIV-3A 644,724 644,724 EV XIV-WIC 34,117 34,117 EV XIV-C-AIV 364,810 364,810 (c) On September 23, 2024, the Record Holders agreed to sell 7,000,000 shares of Class A Common Stock to J.P. Morgan Securities LLC (the “ Block

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b): Reporting Persons Number of Shares With Sole Voting Power Number of Shares With Shared Voting Power Sole Beneficial Shared Beneficial Percentage of Class Beneficially Owned EnerVest 0 7,622,882 0 7,622,882 3.8% EVM GP 0 7,622,882 0 7,622,882 3.8% EV XIV-A 0 3,655,669 0 3,655,669 1.8% EV XIV-2A 0 699,578 0 699,578 Less than 1% EV XIV-3A 0 721,689 0 721,689 Less than 1% EV XIV-WIC 0 38,182 0 38,182 Less than 1% EV XIV-C 0 2,099,403 0 2,099,403 1.1% EV XIV-C-AIV 0 408,361 0 408,361 Less than 1% John B. Walker 609,121 7,622,882 609,121 8,232,003 4.1% EIS, LLC 0 7,622,882 0 7,622,882 3.8% *All share numbers presented in this table assume full conversion of Class B Common Stock (with the Units) to Class A Common Stock. The filing of this Schedule 13D shall not be construed as an admission by any Filing Party that, for the purpose of Section 13(d) or 13(g) of the Act, such Filing Party is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Filing Party. Except as indicated in this Item 5 or as set forth herein, neither the Filing Parties nor, to the best knowledge of the Filing Parties, any of the Listed Persons owns beneficially, or has any right to acquire, directly or indirectly, any additional shares of Class A Common Stock or Class B Common Stock. (c) Other than as reported herein (including as may have been reported in EnerVest’s initial Schedule 13D filed with the SEC on August 10, 2018 or in any amendment thereto), none of the Filing Parties has effected any transactions involving the Class A Common Stock in the 60 days prior to filing this Final Amendment. (d) No person other than the Filing Parties has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the shares

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure: The information set forth in Items 2 and 5 of the Schedule 13D is hereby incorporated by reference into this Item 6.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 7.1 Registration Rights Agreement, dated as of July 31, 2018, by and among Magnolia Oil & Gas Corporation, EnerVest Energy Institutional Fund XIV-A, L.P., EnerVest Energy Institutional Fund XIV-WIC, L.P., EnerVest Energy Institutional Fund XIV-2A, L.P., EnerVest Energy Institutional Fund XIV-3A, L.P., EnerVest Energy Institutional Fund XIV-C, L.P., EnerVest Energy Institutional Fund XIV-C-AIV, L.P., TPG Pace Energy Sponsor, LLC, Arcilia Acosta, Edward Djerejian, Chad Leat and Dan F. Smith (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018). 7.2 Amended and Restated Limited Liability Company Agreement of Magnolia Oil & Gas Parent LLC, dated as of July 31, 2018 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 6, 2018). 7.3 Joint Filing Agreement (incorporated by reference to Exhibit 7.6 to EnerVest’s Schedule 13D, filed with the SEC on August 10, 2018). CUSIP No. 559663109 Schedule 13D Page 16 of 18 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D with respect to the undersigned is true, complete, and correct. Dated as of September 25, 2024 EnerVest Management GP, L.C. By: /s/ Jud Walker Name: Jud Walker Title: President & Chief Executive Officer EnerVest, Ltd. By: EnerVest Management GP, L.C., its General Partner By: /s/ Jud Walker Name: Jud Walker Title: President & Chief Executive Officer EnerVest Energy Institutional Fund XIV-A, L.P. By: EVFA GP XIV, LLC, its Managing General Partner By: EnerVest, Ltd., its sole member By: EnerVest Management GP, L.C., its General Partner By: /s/ Jud Walker Name: Jud Walker Title: President & Chief Executive Officer EnerVest Energy Institutional Fund XIV-

View Full Filing

View this SC 13D/A filing on SEC EDGAR