United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 14)*

Permian Resources Corporation

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

71424F105

(CUSIP Number)

Christina Shalhoub

c/o Riverstone Holdings LLC

712 Fifth Avenue, 36th Floor

New York, NY 10019

(212) 993-0076

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 19, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 71424F105 13D Page 1 of 26 Pages

1

Names of Reporting Persons

Silver Run Sponsor, LLC

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

1,932,221

9

Sole Dispositive Power

0

10

Shared Dispositive Power

1,932,221

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,932,221

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

0.4%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 2 of 26 Pages

1

Names of Reporting Persons

Silver Run Sponsor Manager, LLC

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

1,932,221

9

Sole Dispositive Power

0

10

Shared Dispositive Power

1,932,221

11

Aggregate Amount Beneficially Owned by Each Reporting Person

1,932,221

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

0.4%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 3 of 26 Pages

1

Names of Reporting Persons

REL US Centennial Holdings, LLC

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

10,052,173

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,052,173

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

1.9%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 4 of 26 Pages

1

Names of Reporting Persons

REL IP General Partner LP

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

10,052,173

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,052,173

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

1.9%

14

Type of Reporting Person

PN

CUSIP No. 71424F105 13D Page 5 of 26 Pages

1

Names of Reporting Persons

REL IP General Partner Limited

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

10,052,173

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,052,173

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

1.9%

14

Type of Reporting Person

CO

CUSIP No. 71424F105 13D Page 6 of 26 Pages

1

Names of Reporting Persons

Riverstone Energy Limited Investment Holdings, LP

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

10,052,173

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,052,173

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

1.9%

14

Type of Reporting Person

PN

CUSIP No. 71424F105 13D Page 7 of 26 Pages

1

Names of Reporting Persons

Riverstone Holdings II (Cayman) Limited

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

10,052,173

9

Sole Dispositive Power

0

10

Shared Dispositive Power

10,052,173

11

Aggregate Amount Beneficially Owned by Each Reporting Person

10,052,173

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

1.9%

14

Type of Reporting Person

CO

CUSIP No. 71424F105 13D Page 8 of 26 Pages

1

Names of Reporting Persons

Riverstone Non-ECI USRPI AIV, L.P.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

3,632,581

9

Sole Dispositive Power

0

10

Shared Dispositive Power

3,632,581

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,632,581

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

0.7%

14

Type of Reporting Person

PN

CUSIP No. 71424F105 13D Page 9 of 26 Pages

1

Names of Reporting Persons

Riverstone Non-ECI USRPI AIV GP, L.L.C.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

3,632,581

9

Sole Dispositive Power

0

10

Shared Dispositive Power

3,632,581

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,632,581

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

0.7%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 10 of 26 Pages

1

Names of Reporting Persons

Riverstone Non-ECI Partners GP (Cayman), L.P.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

3,632,581

9

Sole Dispositive Power

0

10

Shared Dispositive Power

3,632,581

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,632,581

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

0.7%

14

Type of Reporting Person

PN

CUSIP No. 71424F105 13D Page 11 of 26 Pages

1

Names of Reporting Persons

Riverstone Non-ECI GP Cayman LLC

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

3,632,581

9

Sole Dispositive Power

0

10

Shared Dispositive Power

3,632,581

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,632,581

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

0.7%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 12 of 26 Pages

1

Names of Reporting Persons

Riverstone Non-ECI GP Ltd.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Cayman Islands

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

3,632,581

9

Sole Dispositive Power

0

10

Shared Dispositive Power

3,632,581

11

Aggregate Amount Beneficially Owned by Each Reporting Person

3,632,581

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

0.7%

14

Type of Reporting Person

CO

CUSIP No. 71424F105 13D Page 13 of 26 Pages

1

Names of Reporting Persons

Riverstone VI Centennial QB Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

36,137,046

9

Sole Dispositive Power

0

10

Shared Dispositive Power

36,137,046

11

Aggregate Amount Beneficially Owned by Each Reporting Person

36,137,046

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

6.7%

14

Type of Reporting Person

PN

CUSIP No. 71424F105 13D Page 14 of 26 Pages

1

Names of Reporting Persons

Riverstone Energy Partners VI, L.P.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

36,137,046

9

Sole Dispositive Power

0

10

Shared Dispositive Power

36,137,046

11

Aggregate Amount Beneficially Owned by Each Reporting Person

36,137,046

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

6.7%

14

Type of Reporting Person

PN

CUSIP No. 71424F105 13D Page 15 of 26 Pages

1

Names of Reporting Persons

Riverstone Energy GP VI, LLC

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

36,137,046

9

Sole Dispositive Power

0

10

Shared Dispositive Power

36,137,046

11

Aggregate Amount Beneficially Owned by Each Reporting Person

36,137,046

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

6.7%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 16 of 26 Pages

1

Names of Reporting Persons

Riverstone Energy GP VI Corp

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

36,137,046

9

Sole Dispositive Power

0

10

Shared Dispositive Power

36,137,046

11

Aggregate Amount Beneficially Owned by Each Reporting Person

36,137,046

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

6.7%

14

Type of Reporting Person

CO

CUSIP No. 71424F105 13D Page 17 of 26 Pages

1

Names of Reporting Persons

Riverstone Holdings LLC

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

38,069,267

9

Sole Dispositive Power

0

10

Shared Dispositive Power

38,069,267

11

Aggregate Amount Beneficially Owned by Each Reporting Person

38,069,267

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

7.0%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 18 of 26 Pages

1

Names of Reporting Persons

Riverstone/Gower Mgmt Co Holdings, L.P.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

48,121,440

9

Sole Dispositive Power

0

10

Shared Dispositive Power

48,121,440

11

Aggregate Amount Beneficially Owned by Each Reporting Person

48,121,440

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

8.9%

14

Type of Reporting Person

PN

CUSIP No. 71424F105 13D Page 19 of 26 Pages

1

Names of Reporting Persons

Riverstone Management Group, L.L.C.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

Delaware

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

48,121,440

9

Sole Dispositive Power

0

10

Shared Dispositive Power

48,121,440

11

Aggregate Amount Beneficially Owned by Each Reporting Person

48,121,440

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

8.9%

14

Type of Reporting Person

OO (Delaware limited liability company)

CUSIP No. 71424F105 13D Page 20 of 26 Pages

1

Names of Reporting Persons

David M. Leuschen

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

United States

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

52,596,969

9

Sole Dispositive Power

0

10

Shared Dispositive Power

52,596,969

11

Aggregate Amount Beneficially Owned by Each Reporting Person

52,596,969

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

9.7%

14

Type of Reporting Person

IN

CUSIP No. 71424F105 13D Page 21 of 26 Pages

1

Names of Reporting Persons

Pierre F. Lapeyre, Jr.

2 Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

3

SEC Use Only

4

Source of Funds (See Instructions)

OO

5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6

Citizenship or Place of Organization

United States

Number of Shares
Beneficially Owned by Each
Reporting Person With
7

Sole Voting Power

0

8

Shared Voting Power

51,754,021

9

Sole Dispositive Power

0

10

Shared Dispositive Power

51,754,021

11

Aggregate Amount Beneficially Owned by Each Reporting Person

51,754,021

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

¨

13

Percent of Class Represented by Amount in Row (11)

9.6%

14

Type of Reporting Person

IN

CUSIP No. 71424F105 13D Page 22 of 26 Pages

Explanatory Note

This Amendment No. 14 to Schedule 13D (this “Amendment No. 14”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 21, 2016 (as amended to date, the “Schedule 13D”), relating to the Class A Common Stock (the “Class A Common Stock”) of Permian Resources Corporation (formerly known as Centennial Resource Development, Inc.) (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 4.          Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

December 2023 Sales

 

On December 19, 2023, Riverstone VI Centennial QB Holdings, L.P. (“Riverstone QB Holdings”), REL US Centennial Holdings, LLC (“REL US”), Riverstone Non-ECI USRPI AIV, L.P. (“Riverstone Non-ECI”), Silver Run Sponsor, LLC (“Silver Run Sponsor”), and David M. Leuschen (collectively, the “Riverstone Parties”) sold an aggregate of 5,630,631 shares of Class A Common Stock at a price of $12.93 per share (the “Offering”) to J.P. Morgan Securities LLC (the “Underwriter”) pursuant to an underwriting agreement dated as of December 19, 2023 (the “Underwriting Agreement”), by and among the Issuer, the Underwriter, the Riverstone Parties and certain other selling stockholders. The Offering closed on December 21, 2023.

 

Pursuant to the Underwriting Agreement, each of the Riverstone Parties has agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, such each Riverstone Party will not, during the period ending 45 days after the date of the final prospectus filed in connection with the Offering: (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, pledge, grant any option, right or warrant to purchase, make any short sale, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock, or any options or warrants to purchase any shares of Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Class A Common Stock or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock.

 

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 13 hereto and is incorporated herein by reference.

 

 

 

CUSIP No. 71424F105 13D Page 23 of 26 Pages

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

 

(a) – (b)

 

The following sets forth, as of the date hereof, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A 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 direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 540,151,731 shares of Class A Common Stock outstanding as of December 19, 2023, following the Offering.

Reporting Person  Amount
beneficially
owned
   Percent of 
class
   Sole
power to
vote or to
direct the
vote
   Shared
power to
vote or to
direct the
vote
   Sole
power to
dispose or
to direct
the
disposition
   Shared
power to
dispose or
to direct
the
disposition
 
Silver Run Sponsor, LLC   1,932,221    0.4%  0    1,932,221   0    1,932,221 
Silver Run Sponsor Manager, LLC   1,932,221    0.4%  0    1,932,221   0    1,932,221 
REL US Centennial Holdings, LLC   10,052,173    1.9%  0    10,052,173   0    10,052,173 
REL IP General Partner LP   10,052,173    1.9%  0    10,052,173   0    10,052,173 
REL IP General Partner Limited   10,052,173    1.9%  0    10,052,173   0    10,052,173 
Riverstone Energy Limited Investment Holdings, LP   10,052,173    1.9%  0    10,052,173   0    10,052,173 
Riverstone Holdings II (Cayman) Ltd.   10,052,173    1.9%  0    10,052,173   0    10,052,173 
Riverstone Non-ECI USRPI AIV, L.P.   3,632,581    0.7%  0    3,632,581   0    3,632,581 
Riverstone Non-ECI USRPI AIV GP, L.L.C.   3,632,581    0.7%  0    3,632,581   0    3,632,581 
Riverstone Non-ECI Partners GP (Cayman), L.P.   3,632,581    0.7%  0    3,632,581   0    3,632,581 
Riverstone Non-ECI GP Cayman LLC   3,632,581    0.7%  0    3,632,581   0    3,632,581 
Riverstone Non-ECI GP Ltd.   3,632,581    0.7%  0    3,632,581   0    3,632,581 
Riverstone VI Centennial QB Holdings, L.P.   36,137,046    6.7%  0    36,137,046   0    36,137,046 
Riverstone Energy Partners VI, L.P.   36,137,046    6.7%  0    36,137,046   0    36,137,046 
Riverstone Energy GP VI, LLC   36,137,046    6.7%  0    36,137,046   0    36,137,046 
Riverstone Energy GP VI Corp   36,137,046    6.7%  0    36,137,046   0    36,137,046 
Riverstone Holdings LLC   38,069,267    7.0%  0    38,069,267   0    38,069,267 
Riverstone/Gower Mgmt Co Holdings, L.P.   48,121,440    8.9%  0    48,121,440   0    48,121,440 
Riverstone Management Group, L.L.C.   48,121,440    8.9%  0    48,121,440   0    48,121,440 
David M. Leuschen   52,596,969    9.7%  0    52,596,969   0    52,596,969 
Pierre F. Lapeyre Jr.   51,754,021    9.6%  0    51,754,021   0    51,754,021 

Silver Run Sponsor is the record holder of 1,932,221 shares of Class A Common Stock. REL US is the record holder of 10,052,173 shares of Class A Common Stock. Riverstone Non-ECI is the record holder of 3,632,581 shares of Class A Common Stock. Riverstone QB Holdings is the record holder of 36,137,046 shares of Class A Common Stock. David M. Leuschen is the record holder of 842,948 shares of Class A Common Stock.

 

Mr. Leuschen and Mr. Lapeyre are the managing directors of Riverstone Management and have or share voting and investment discretion with respect to the securities beneficially owned by Riverstone Management. Riverstone Management is the general partner of Riverstone/Gower, which is the sole member of Riverstone Holdings and the sole shareholder of Riverstone Holdings II. Riverstone Holdings is the managing member of Silver Run Manager, which is the managing member of Silver Run Sponsor. As such, each of Silver Run Manager, Riverstone Management, Riverstone/Gower, Riverstone Holdings, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Silver Run Sponsor. Each such entity or person disclaims beneficial ownership of these securities.

 

 

 

CUSIP No. 71424F105 13D Page 24 of 26 Pages

 

Riverstone Holdings is also the sole shareholder of Riverstone Energy Corp, which is the managing member of Riverstone Energy GP, which is the general partner of Riverstone Energy Partners, which is the general partner of Riverstone QB Holdings. As such, each of Riverstone Energy Partners, Riverstone Energy GP, Riverstone Energy Corp, Riverstone Holdings, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone QB Holdings. Each such entity or person disclaims beneficial ownership of these securities.

 

Riverstone Holdings II is the general partner of Riverstone Investment, which is the sole shareholder of REL IP GP, which is the general partner of REL IP, which is the managing member of REL US. As such, each of REL IP, REL IP GP, Riverstone Investments, Riverstone Holdings II, Riverstone/Gower, Riverstone Management, Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by REL US. Each such entity or person disclaims beneficial ownership of these securities.

 

Non-ECI GP Ltd. is the sole member of Non-ECI Cayman GP, which is the general partner of Non-ECI Cayman, which is the sole member of Riverstone Non-ECI GP, which is the general partner of Riverstone Non-ECI. Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre, who have or share voting and investment discretion with respect to the securities held of record by Riverstone Non-ECI. As such, each of Riverstone Non-ECI GP, Non-ECI Cayman, Non-ECI Cayman GP, Non-ECI GP Ltd., Mr. Leuschen and Mr. Lapeyre may be deemed to have or share beneficial ownership of the securities held directly by Riverstone Non-ECI. Each such entity or person disclaims beneficial ownership of these securities.

(c)

Except as described in Item 4, during the past 60 days neither the Reporting Persons nor any of the Related Persons has effected any transactions with respect to the Class A Common Stock.

(d)None.

(e)Not applicable.

 

 

 

CUSIP No. 71424F105 13D Page 25 of 26 Pages

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

 

Except as described in Item 4, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

 

 

 

CUSIP No. 71424F105 13D Page 26 of 26 Pages

 

Item 7.Materials to be Filed as Exhibits

 

Exhibit 
Number
  Description
13   Underwriting Agreement, dated as of December 19, 2023 (incorporated by reference to Exhibit 1.1 to the Issuer’s current report on Form 8-K filed on December 20, 2023).

 

 

 

 

CUSIP No. 71424F105 13D Page 1 of 4 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:     December 21, 2023

  Silver Run Sponsor, LLC
  By: Silver Run Sponsor Manager, LLC, its managing member
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Managing Director
   
     
  Silver Run Sponsor Manager, LLC
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Managing Director
   
     
  REL US Centennial Holdings, LLC
  By: REL IP General Partner LP, its managing member
  By: REL IP General Partner Limited, its general partner
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Director
   
     
  REL IP General Partner LP
  By: REL IP General Partner Limited, its general partner
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Director
   
     
  REL IP General Partner Limited
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Director

 

 

 

CUSIP No. 71424F105 13D Page 2 of 4 Pages

 

  Riverstone Energy Limited Investment Holdings, LP
  By: Riverstone Holdings II (Cayman) Ltd., its general partner
   
  By: /s/ David M. Leuschen
  Name: David M. Leuschen
  Title: Director
   
     
  Riverstone Holdings II (Cayman) Ltd.
   
  By: /s/ David M. Leuschen
  Name:  David M. Leuschen
  Title: Director
   
     
  Riverstone Non-ECI USRPI AIV, L.P.
  By: Riverstone Non-ECI USRPI AIV GP, L.L.C., its general partner
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Managing Director
   
     
  Riverstone Non-ECI USRPI AIV GP, L.L.C.
   
  By: /s/ Thomas Smith
  Name: Thomas Smith 
  Title: Managing Director
   
     
  Riverstone Non-ECI Partners GP (Cayman), L.P.
  By: Riverstone Non-ECI GP Cayman LLC, its general partner
  By: Riverstone Non-ECI GP Ltd., its sole member
   
     
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Director

 

 

 

 

CUSIP No. 71424F105 13D Page 3 of 4 Pages

 

  Riverstone Non-ECI GP Cayman LLC
  By: Riverstone Non-ECI GP Ltd., its sole member
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Director
   
     
  Riverstone Non-ECI GP Ltd.
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Director
   
     
  Riverstone VI Centennial QB Holdings, L.P.
  By: Riverstone Energy Partners VI, L.P., its general partner
  By: Riverstone Energy GP VI, LLC, its general partner
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Managing Director
     
   
  Riverstone Energy Partners VI, L.P.
  By: Riverstone Energy GP VI, LLC, its general partner
     
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Managing Director
     
   
  Riverstone Energy GP VI, LLC
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Managing Director
     
   
  Riverstone Energy GP VI Corp
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Vice President

 

 

 

 

CUSIP No. 71424F105 13D Page 4 of 4 Pages

 

  Riverstone Holdings LLC
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Authorized Person
     
   
  Riverstone/Gower Mgmt Co Holdings, L.P.
  By: Riverstone Management Group, L.L.C., its general partner
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Manager
     
   
  Riverstone Management Group, L.L.C.
   
  By: /s/ Thomas Smith
  Name: Thomas Smith
  Title: Manager
     
   
  David M. Leuschen
   
  By: /s/ David M. Leuschen
   
     
  Pierre F. Lapeyre, Jr.
   
  By: /s/ Pierre F. Lapeyre