Magnolia Oil & Gas Corporation

05/15/2024 | Press release | Distributed by Public on 05/15/2024 19:42

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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 *
Walker John B
2. Issuer Name and Ticker or Trading Symbol
Magnolia Oil & Gas Corp [MGY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ENERVEST, LTD. , 1001 FANNIN STREET, SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
HOUSTON TX 77002
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walker John B
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002 		X X

Signatures

/s/ John B. Walker 2024-05-15
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Shares of the Issuer's Class B Common Stock ("Class B Common Stock"), when combined with an equal number of units ("Units") of Magnolia Oil & Gas Parent LLC, a Delaware limited liability company of which the Issuer is the managing member, are exchangeable from time to time at the option of the holders thereof for shares of the Issuer's Class A Common Stock ("Class A Common Stock") on a one-for-one basis (or, at the Issuer's option, for cash).
(2) EnerVest Management GP, L.C. ("EVM GP") is the general partner of EnerVest, Ltd. ("EnerVest"), which is the sole member, with sole control over the actions of, each of, EVFA GP XIV, LLC, EVFA XIV-2A, LLC and EVFA XIV-3A, LLC, the managing general partners, respectively, of EnerVest Energy Institutional Fund XIV-A, L.P. ("EV XIV-A"), EnerVest Energy Institutional Fund XIV-2A, L.P. ("EV XIV-2A") and EnerVest Energy Institutional Fund XIV-3A, L.P. ("EV XIV-3A").
(3) EnerVest is also the sole member, with sole control over the actions of, each of, EnerVest Holding XIV, LLC, the general partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. ("EV XIV-WIC"), EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C, L.P. ("EV XIV-C"). (EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, EV XIV-C-AIV and EV XIV-C together, the "Record Holders"). Mr. Walker is an indirect owner and the Executive Chairman of EVM GP.
(4) Represents: (i) 5,207,951 shares of Class B Common Stock held by EV XIV-A converted to the same number of shares of Class A Common Stock; (ii) 54,406 shares of Class B Common Stock held by EV XIV-WIC converted to the same number of shares of Class A Common Stock; (iii) 996,637 shares of Class B Common Stock held by EV XIV-2A converted to the same number of shares of Class A Common Stock; (iv) 1,028,132 shares of Class B Common Stock held by EV XIV-3A converted to the same number of shares of Class A Common Stock; and (v) 581,758 shares of Class B Common Stock held by EV XIV-C-AIV converted to the same number of shares of Class A Common Stock (collectively, the "May 2024 Conversion Shares").
(5) Represents the May 2024 Conversion Shares and 4,131,116 shares of Class A Common Stock held by EV XIV-C.
(6) Represents 615,485 shares of Class A Common Stock held by Mr. Walker, including restricted stock units ("RSUs") granted to Mr. Walker under the Magnolia Oil & Gas Corporation Long Term Incentive Plan (the "Plan") that have been settled in shares of Class A Common Stock as of the date hereof, other than 6,364 RSUs which remain unvested. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest on the earlier of (a) the day preceding the next annual meeting of stockholders of the Issuer at which directors are elected, or (b) the first anniversary of the grant date, in each case, subject to the recipient's continued service through the applicable vesting date.
(7) Represents shares of Class B Common Stock held (prior to giving effect to the May 2024 Transfer (as defined below)) as follows: (i) 14,445,882 shares of Class B Common Stock held by EV XIV-A; (ii) 150,904 shares of Class B Common Stock held by EV XIV-WIC; (iii) 2,764,483 shares of Class B Common Stock held by EV XIV-2A; (iv) 2,851,848 shares of Class B Common Stock held by EV XIV-3A; and (v) 1,613,688 shares of Class B Common Stock held by EV XIV-C-AIV.
(8) This amount represents the purchase price in the Block Trade (as defined below). The Record Holders, other than EV XIV-C, also used this price per share for the purchase price of the shares of the Class B Common Stock under the May 2024 Transfer.
(9) Not applicable.
(10) Mr. Walker directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Equity Interests (as defined below) owned by the Record Holders. Mr. Walker disclaims beneficial ownership of the Equity Interests held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(11) Represents the aggregate number of shares of Class B Common Stock owned by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV. (EV XIV-C's shares of Class A Common Stock, together with the shares of Class B Common Stock and Units held by EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC, and EV XIV-C-AIV, are collectively referred to herein as the "Equity Interests.")
(12) Represents shares of Class A Common Stock sold in a block trade transaction entered into by the Record Holders on May 14, 2024, which transaction is expected to close on May 16, 2024 (the "Block Trade"), as follows: (i) 5,207,951 shares of Class A Common Stock sold by EV XIV-A; (ii) 54,406 shares of Class A Common Stock sold by EV XIV-WIC; (iii) 996,637 shares of Class A Common Stock sold by EV XIV-2A; (iv) 1,028,132 shares of Class A Common Stock sold by EV XIV-3A; (v) 581,758 shares of Class A Common Stock sold by EV XIV-C-AIV; and (vi) 4,131,116 shares of Class A Common Stock sold by EV XIV-C.
(13) EV XIV-C owns of record 4,164,961 shares of Class A Common Stock.
(14) Represents: (i) 1,985,524 shares of Class B Common Stock transferred by EV XIV-A; (ii) 20,742 shares of Class B Common Stock transferred by EV XIV-WIC; (iii) 379,966 shares of Class B Common Stock transferred by EV XIV-2A; (iv) 391,974 of Class B Common Stock transferred by EV XIV-3A; and (v) 221,794 shares of Class B Common Stock transferred by EV XIV-C-AIV (collectively, the "May 2024 Transfer").
(15) EV XIV-A owns of record 7,252,407 shares of Class B Common Stock; EV XIV-2A owns of record 1,387,880 shares of Class B Common Stock; EV XIV-3A owns of record 1,431,742 shares of Class B Common Stock; EV XIV-WIC owns of record 75,756 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 810,136 shares of Class B Common Stock.
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