| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Riley Exploration Permian, Inc. [ REPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/06/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/08/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share ("Common Stock") | 04/06/2021 | J(1) | 634,672 | D | (1) | 5,221,767 | I | See Footnotes(1)(2)(3)(4)(5)(6)(7)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On April 6, 2021, as required by its LLC Agreement, Bluescape Riley Exploration Acquisition LLC ("BREA") distributed (for no consideration) all 3,834,639 shares of Common Stock owned by BREA to its two members on a pro rata basis (the "Distribution"): (i) 3,144,875 shares to Bluescape Riley Exploration Holdings LLC, one of the Reporting Persons ("Bluescape Riley Holdings"), and (ii) 689,764 shares to Dernick Encore LLC ("Dernick"). No Reporting Person is affiliated with Dernick. At that time of the Distribution, Dernick owed $1,211,463 to Bluescape Riley Holdings under a secured loan. To fully repay the loan, Dernick agreed to reduce the net number of shares it would receive by 55,092 shares (the "Loan Repayment"). All 5,221,767 shares owned by Bluescape Riley Holdings after those two integrated transactions were previously reported as beneficially owned by Bluescape Riley Holdings in its Form 3 relating to Riley Exploration Permian, Inc. filed March 8, 2021. |
| 2. In the original Form 4 filed by the Reporting Persons on April 8, 2021, the 55,092 shares constituting the Loan Repayment were correctly disclosed but were not included in the total number of shares owned by Bluescape Riley Holdings on Table I or in Note 1. |
| 3. As a result of the BREA Distribution, BREA no longer owns any shares of Common Stock and will longer participate as a Reporting Person in any subsequent filings by the Reporting Persons under Section 16 of the Securities Exchange Act of 1934. |
| 4. Bluescape Energy Recapitalization and Restructuring Fund III LP, a Delaware limited partnership ("Bluescape Main Fund"), owns 90.06% of the membership interests of Bluescape Riley Holdings. |
| 5. Bluescape Energy Recapitalization and Restructuring Fund III (IP) LP, a Delaware limited partnership ("Bluescape IP"), owns 7.51% of the membership interests of Bluescape Riley Holdings. |
| 6. BERRIII (ECI) (RE) Intermediate Holdco LLC, a Delaware limited liability company ("Bluescape ECI Holdco"), owns 1.05% of the membership interests of Bluescape Riley Holdings. BERRIII (ECI) (RE) US Blocker LLC, a Delaware limited liability company ("Bluescape ECI Blocker"), owns 100% of the membership interests of Bluescape ECI Holdco, and BERRIII (ECI) Offshore Intermediate LP, a Cayman Islands limited partnership ("Bluescape ECI Offshore Holdco"), owns 100% of the membership interests of Bluescape ECI Blocker. Bluescape Energy Recapitalization and Restructuring Fund III (ECI) LP, a Cayman Islands limited partnership ("Bluescape ECI"), owns 100% of the limited partner interest of Bluescape ECI Offshore Holdco, and BERRIII (ECI) Offshore GP LTD, a Cayman Islands limited partnership ("Bluescape ECI Offshore GP"), owns 100% of the general partner interest of Bluescape ECI Offshore Holdco. |
| 7. BERR III (TE) (RE) Intermediate Holdco LLC, a Delaware limited liability company ("Bluescape TE Holdco"), owns 1.38% of the membership interests of Bluescape Riley Holdings, and BERR III (TE) (RE) US Blocker LLC, a Delaware limited liability company ("Bluescape TE Blocker"), owns 100% of the membership interests of Bluescape TE HoldCo. Bluescape Energy Recapitalization and Restructuring Fund III (TE) LP, a Delaware limited partnership ("Bluescape TE"), owns 100% of the membership interests of Bluescape TE Blocker. |
| 8. Bluescape Resources Company LLC, a Delaware limited liability company ("Bluescape Resources"), owns 100% of the membership interests of Bluescape Energy Partners LLC, a Delaware limited liability company ("BEP"), and has the power to direct the affairs of BEP. Bluescape Resources also owns 100% of the membership interests of Bluescape Resources GP Holdings LLC, a Delaware limited liability company ("Bluescape GP Holdings"), which in turn owns 100% of the membership interests of Bluescape Energy Partners III GP LLC, a Delaware limited liability company ("Bluescape GP"). Mr. C. John Wilder Jr. has the power to direct the affairs of Bluescape Resources as its Executive Chairman. |
| Remarks: |
| Each reporting person, with the exception of Bluescape Riley Holdings, states that neither the filing of this statement nor anything herein shall be deemed an admission that it is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these securities. Each reporting person, including Bluescape Riley Holdings, disclaims beneficial ownership of these securities, except to the extent of such reporting person's pecuniary interest in such securities. |
| BLUESCAPE RILEY EXPLORATION HOLDINGS LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer | 04/14/2021 | |
| BLUESCAPE RILEY EXPLORATION ACQUISITION LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer | 04/14/2021 | |
| BLUESCAPE ENERGY RECAPITALIZATION AND RESTRUCTURING FUND III LP By: Bluescape Energy Partners III GP LLC, its general partner, /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer | 04/14/2021 | |
| BLUESCAPE ENERGY PARTNERS III GP LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer | 04/14/2021 | |
| BLUESCAPE RESOURCES GP HOLDINGS LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer | 04/14/2021 | |
| BLUESCAPE RESOURCES COMPANY LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler Title: Executive Chairman | 04/14/2021 | |
| /s/ C. John Wilder Jr. | 04/14/2021 | |
| ** 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 4 (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. | ||