Goff Amends Crescent Energy Stake Filing

TL;DR

Goff's crew updated their Crescent Energy (CRGY) filing, still holding a big chunk.

AI Summary

On May 17, 2024, John C. Goff, through various affiliated entities including Goff Capital, Inc., filed an amendment to their Schedule 13D concerning Crescent Energy Co. The filing indicates a change in beneficial ownership, with Goff and his associated entities collectively holding a significant stake in the company. The specific percentage and number of shares are detailed within the full filing.

Why It Matters

This filing signals a potential shift in control or influence over Crescent Energy Co. by a major shareholder, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty.

Key Players & Entities

• John C. Goff (person) — Filing party and beneficial owner
• Crescent Energy Co (company) — Subject company
• Goff Capital, Inc. (company) — Affiliated entity filing on behalf of John C. Goff
• GFS CONTANGO GP, LLC (company) — Affiliated entity
• GFS ENERGY GP, LLC (company) — Affiliated entity
• GFS MANAGEMENT, LLC (company) — Affiliated entity
• GFS MCEP GP, LLC (company) — Affiliated entity
• GFT STRATEGIES, LLC (company) — Affiliated entity
• GOFF FAMILY FOUNDATION (company) — Affiliated entity
• GOFF FAMILY INVESTMENTS, LP (company) — Affiliated entity

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common Stock, par value $0.0001 par value (Title of Class of Securiti

Filing Documents

• d842435dsc13da.htm (SC 13D/A) — 325KB
• d842435dex991.htm (EX-99.1) — 71KB
• 0001193125-24-141691.txt ( ) — 398KB

of the Statement is hereby amended and supplemented by the addition of the following information

Item 3 of the Statement is hereby amended and supplemented by the addition of the following information: In 2022, in connection with its liquidation, Kulik transferred an aggregate of 74,578 shares of Common Stock (representing all of the shares of Common Stock beneficially owned and held of record by Kulik at such time) to Holdings for no consideration. Following such transfer, Kulik beneficially owned no shares of Common Stock. As of the date hereof, Kulik is no longer in existence. In connection with the liquidation of Kulik, the existence of Kulik GP (formerly the general partner to Kulik) was also terminated. As compensation in respect of service as Chairman of the Issuers Board of Directors (the Board ), the Issuer has granted John C. Goff awards of restricted stock units (RSUs), each representing a contingent right to receive one share of Common Stock that will vest, subject to continued service on the Board, within one year after the applicable date of grant, pursuant to the Issuers equity compensation plan. In April 2022, April 2023 and April 2024, John C. Goff was awarded RSUs representing 9,131 shares, 20,357 shares and 25,492 shares of Common Stock, respectively. The awards granted in April 2022 and April 2023 have vested as of the date hereof. All RSUs, upon vesting, are settled as shares of Common Stock into the brokerage account of Holdings. Item4. Purpose of the Transaction.

of the Statement is hereby amended and supplemented by the addition of the following information

Item 4 of the Statement is hereby amended and supplemented by the addition of the following information: 20 As disclosed in the Current Report on Form 8-K filed by the Issuer with the SEC on May 16, 2024, on May 15, 2024, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement ) with SilverBow Resources, Inc., a Delaware corporation ( SilverBow ), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of Issuer ( Artemis Holdings ), Artemis Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Issuer ( Merger Sub Inc. ), and Artemis Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Artemis Holdings ( Merger Sub LLC , and together with the Issuer, Artemis Holdings and Merger Sub Inc., the Issuer Parties ), pursuant to which, among other things and upon the terms and subject to the conditions set forth therein, (i) at the Initial Merger Effective Time (as defined in the Merger Agreement), Merger Sub Inc. will be merged with and into SilverBow (the Initial Merger ), whereupon the separate existence of Merger Sub Inc. will cease, and SilverBow will be the surviving corporation of such merger (the Initial Surviving Corporation ) as a direct wholly owned subsidiary of the Issuer, and (ii) at the Subsequent Merger Effective Time (as defined in the Merger Agreement), the Initial Surviving Corporation will be merged with and into Merger Sub LLC, whereupon the separate existence of the Initial Surviving Corporation will cease, and Merger Sub LLC will continue as the surviving company of the Subsequent Merger as a direct wholly owned subsidiary of Artemis Holdings. Concurrently with the execution of the Merger Agreement, on May 15, 2024, John C. Goff, Goff MCF, Family Investments, Goff Family Trust, Holdings, Goff MCEP, MCEP II, Goff Energy and Goff Foundation (the Goff Holders ), each as a stockholder of the Issuer, and SilverBow ente

(a) and (b) of the Statement is hereby amended and restated in its entirety as follows

Item 5(a) and (b) of the Statement is hereby amended and restated in its entirety as follows: (a)-(b) The following sets forth, as of the date of May 17, 2024, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to 21 direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of May 17, 2024, based on an aggregate of 177,464,725 shares of Common Stock, representing the sum of (i) 111,516,601 shares of the Issuers Class A Common Stock and (ii) 65,948,124 shares of the Issuers Class B Common Stock (each entitled to one vote and voting together with the Class A Common Stock on all matters presented to stockholders for their vote or approval, with certain exceptions), in each case, outstanding as of April 30, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 6, 2024. Reporting Person Amount Beneficially Owned Percent of Class Sole Voting Power Shared Voting Power Sole Investment Power Shared Investment Power Goff Focused Energy Strategies, LP 489,058 0.28 % 0 489,058 0 489,058 GFS Energy GP, LLC 489,058 0.28 % 0 489,058 0 489,058 Goff MCEP II, LP 953,663 0.54 % 0 953,663 0 953,663 GFS MCEP GP, LLC 953,663 0.54 % 0 953,663 0 953,663