Sec Form 13D Filing - Riverstone Holdings LLC filing for - 2025-09-17

Item 4 of the Schedule 13D is amended and supplemented as follows: September 2025 Sales On September 15, 2025, Riverstone VI Centennial QB Holdings, L.P., REL US Centennial Holdings, LLC, Riverstone Non-ECI USRPI AIV, L.P., Silver Run Sponsor, LLC, and David M. Leuschen (collectively, the "Riverstone Parties") sold an aggregate of 40,332,991 shares of Class A Common Stock at a price of $13.46 per share (the "Offering") to Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc. and Goldman Sachs & Co. LLC (the "Underwriters") pursuant to an underwriting agreement dated as of September 15, 2025 (the "2025 Underwriting Agreement"), by and among the Issuer, the Underwriters, the Riverstone Parties and certain other selling stockholders. The Offering closed on September 16, 2025. Pursuant to the 2025 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 2025 Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the 2025 Underwriting Agreement, which is filed as Exhibit 15 hereto and is incorporated herein by reference.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The ownership information set forth herein is as of September 16, 2025 and is based on 744,304,408 shares of Class A Common Stock outstanding as set forth in the Issuer's Prospectus filed on September 15, 2025. Silver Run Sponsor is the record holder of 1,263,978 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.

The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

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.

None.

As of September 16, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Class A Common Stock.

Item 6 of the Schedule 13D is amended and supplemented as follows: Item 4 above summarizes certain provisions of the 2025 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 Persons do 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.

Exhibit 15: Underwriting Agreement, dated as of September 15, 2025 (incorporated by reference to Exhibit 1.1 to the Issuer's Current Report on Form 8-K filed on September 16, 2025).