Sec Form 13G Filing - Esquisto Holdings LLC filing for WildHorse Resource Development Corp (WRD) - 2019-02-11

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

WildHorse Resource Development Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

96812T 102

(CUSIP Number)

February 1, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 96812T 102

 

 

1

Name of Reporting Person:
Esquisto Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0

 

 

12

Type of Reporting Person
OO

 

2

 

CUSIP No. 96812T 102

 

 

1

Name of Reporting Person:
WHE AcqCo Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0

 

 

12

Type of Reporting Person
OO

 

3

 

CUSIP No. 96812T 102

 

 

1

Name of Reporting Person:
NGP XI US Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0

 

 

12

Type of Reporting Person
PN

 

4

 

CUSIP No. 96812T 102

 

 

1

Name of Reporting Person:
WHR Holdings, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0

 

 

12

Type of Reporting Person
OO

 

5

 

CUSIP No. 96812T 102

 

 

1

Name of Reporting Person:
NGP Energy Capital Management, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0

 

 

12

Type of Reporting Person
OO

 

6

 

CUSIP No. 96812T 102

 

Item 1(a).

Name of Issuer:
WildHorse Resource Development Corporation (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
920 Memorial City Way, Suite 700

Houston, Texas 77024

 

Item 2(a).

Names of Persons Filing:
This Schedule 13G is being filed by each of the following persons (each, a “Reporting Person” and together, the “Reporting Persons”):

 

(i)            Esquisto Holdings, LLC

(ii)           WHE AcqCo Holdings, LLC

(iii)          NGP XI US Holdings, L.P.

(iv)          WHR Holdings, LLC

(v)           NGP Energy Capital Management, L.L.C.

Item 2(b).

Address or Principal Business Office or, if none, Residence:
(i)            Esquisto Holdings, LLC

5221 N. O’Connor Blvd., Suite 1100

Irving, Texas 75039

 

(ii)           WHE AcqCo Holdings, LLC

5221 N. O’Connor Blvd., Suite 1100

Irving, Texas 75039

 

(iii)          NGP XI US Holdings, L.P.

5221 N. O’Connor Blvd., Suite 1100

Irving, Texas 75039

 

(iv)          WHR Holdings, LLC

5221 N. O’Connor Blvd., Suite 1100

Irving, Texas 75039

 

(v)           NGP Energy Capital Management, L.L.C.

5221 N. O’Connor Blvd., Suite 1100

Irving, Texas 75039

Item 2(c).

Citizenship:

 

 

 

(i)           Esquisto Holdings, LLC

- Delaware

 

(ii)          WHE AcqCo Holdings, LLC

- Delaware

 

(iii)         NGP XI US Holdings, L.P.

- Delaware

 

(iv)         WHR Holdings, LLC

- Delaware

 

(v)          NGP Energy Capital Management, L.L.C.

- Texas

 

Item 2(d).

Title of Class of Securities:
Common stock, par value $0.01 per share

Item 2(e).

CUSIP Number:
96812T 102

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

7

 

Item 4.

Ownership:

 

Esquisto Investment Holdings, LLC (“Esquisto Investment Holdings”) owns 100% of the capital interests in Esquisto Holdings, LLC (“Esquisto Holdings”). NGP XI US Holdings, L.P. (“NGP XI US Holdings”) directly and indirectly owns 90% of Esquisto Investment Holdings, and certain members of Esquisto Holdings’ and Esquisto Investment Holdings’ management own the remaining 10.0%. As a result,  NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by Esquisto Holdings.

 

NGP XI US Holdings owns 100% of the capital interests in WHE AcqCo Holdings, LLC (“WHE AcqCo Holdings”). NGP XI Holdings GP, L.L.C. (“NGP XI Holdings GP”) is the sole general partner of NGI XI US Holdings. NGP Natural Resources XI, L.P. (“NGP Natural Resources XI”) is the sole member of NGP XI Holdings GP. G.F.W. Energy XI, L.P. (GFW Energy XI”) is the sole general partner of NGP Natural Resources XI. GFW XI, L.L.C. (“GFW XI”) is the sole general partner of GFW Energy XI. GFW XI has delegated full power and authority to manage NGP XI US Holdings to NGP Energy Capital Management, L.L.C. (“NGP ECM”) and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares.

 

WildHorse Investment Holdings, LLC (“WildHorse Investment Holdings”) owns 100% of the capital interests in WHR Holdings, LLC (“WildHorse Holdings”). NGP X US Holdings, L.P. (“NGP X US Holdings”) owns 90.3% of WildHorse Investment Holdings, and certain former members of the Issuer’s management own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WildHorse Holdings. NGP X Holdings GP, L.L.C. (“NGP X Holdings GP”) is the sole general partner of NGP X US Holdings. NGP Natural Resources X, L.P. (“NGP X”) is the sole member of NGP X Holdings GP. G.F.W. Energy X, L.P. (“GFW X”) is the sole general partner of NGP X. GFW X, L.L.C. (“GFW X GP”) is the sole general partner of GFW X. GFW X GP has delegated full power and authority to manage NGP X US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares.

 

8

 

 

1.              Esquisto Holdings, LLC

 

a.              Amount beneficially owned: 0

 

b.              Percent of class:  0

 

c.               Number of shares as to which the person has:

 

i.      Sole power to vote or to direct the vote: 0

 

ii.     Shared power to vote or to direct the vote:  0

 

iii.    Sole power to dispose or to direct the disposition of: 0

 

iv.    Shared power to dispose or to direct the disposition of:  0

 

2.              WHE AcqCo Holdings, LLC

 

a.              Amount beneficially owned: 0

 

b.              Percent of class:  0

 

c.               Number of shares as to which the person has:

 

i.      Sole power to vote or to direct the vote: 0

 

ii.     Shared power to vote or to direct the vote:  0

 

iii.    Sole power to dispose or to direct the disposition of: 0

 

iv.    Shared power to dispose or to direct the disposition of:  0

 

3.              NGP XI US Holdings, L.P.

 

a.              Amount beneficially owned:  0

 

b.              Percent of class:  0

 

c.               Number of shares as to which the person has:

 

i.      Sole power to vote or to direct the vote: 0

 

ii.     Shared power to vote or to direct the vote:  0

 

iii.    Sole power to dispose or to direct the disposition of: 0

 

iv.    Shared power to dispose or to direct the disposition of:  0

 

4.              WHR Holdings, LLC

 

a.              Amount beneficially owned:  0

 

b.              Percent of class:  0

 

c.               Number of shares as to which the person has:

 

i.      Sole power to vote or to direct the vote: 0

 

ii.     Shared power to vote or to direct the vote:  0

 

iii.    Sole power to dispose or to direct the disposition of: 0

 

iv.    Shared power to dispose or to direct the disposition of:  0

 

5.              NGP Energy Capital Management, L.L.C.

 

a.              Amount beneficially owned:  0

 

b.              Percent of class:  0

 

c.               Number of shares as to which the person has:

 

i.      Sole power to vote or to direct the vote: 0

 

ii.     Shared power to vote or to direct the vote:  0

 

iii.    Sole power to dispose or to direct the disposition of: 0

 

iv.    Shared power to dispose or to direct the disposition of:  0

 

9

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable.

 

 

Item 10.

Certifications:

 

Not applicable.

 

10

 

SIGNATURE

 

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.

 

Dated: February 11, 2019

 

 

 

 

ESQUISTO HOLDINGS, LLC

 

 

 

 

By:

/s/ Tony R. Weber

 

Name:

Tony R. Weber

 

Title:

Authorized Person

 

 

 

 

WHE ACQCO HOLDINGS, LLC

 

 

 

 

By:

/s/ Tony R. Weber

 

Name:

Tony R. Weber

 

Title:

Authorized Person

 

 

 

 

NGP XI US HOLDINGS, L.P.

 

 

 

 

By: NGP XI Holdings GP, L.L.C., its general partner

 

 

 

 

By:

/s/ Tony R. Weber

 

Name:

Tony R. Weber

 

Title:

Authorized Person

 

 

 

 

WHR HOLDINGS, LLC

 

 

 

 

By:

/s/ Tony R. Weber

 

Name:

Tony R. Weber

 

Title:

Authorized Person

 

 

 

 

NGP ENERGY CAPITAL MANAGEMENT, L.L.C.

 

 

 

 

By:

/s/ Tony R. Weber

 

Name:

Tony R. Weber

 

Title:

Co-Chief Executive Officer

 

Signature Page to Schedule 13G/A

 

11