Sec Form 3 Filing - Bluescape Riley Exploration Holdings LLC @ Riley Exploration Permian, Inc. - 2021-02-26

FORM 3 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. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bluescape Riley Exploration Holdings LLC 2. Issuer Name and Ticker or Trading Symbol Riley Exploration Permian, Inc. [ REPX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 CRESCENT COURT, STE. 1900 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2021 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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") 5,856,439 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bluescape Riley Exploration Holdings LLC 200 CRESCENT COURT, STE. 1900 DALLAS, TX75201 X Bluescape Riley Exploration Acquisition LLC 200 CRESCENT COURT, STE. 1900 DALLAS, TX75201 X Bluescape Energy Recapitalization & Restructuring Fund III LP 200 CRESCENT COURT, STE. 1900 DALLAS, TX75201 X Bluescape Energy Partners III GP LLC 200 CRESCENT COURT, STE. 1900 DALLAS, TX75201 X Bluescape Resources GP Holdings LLC 200 CRESCENT COURT, STE. 1900 DALLAS, TX75201 X Bluescape Resources Co LLC 200 CRESCENT COURT, STE. 1900 DALLAS, TX75201 X WILDER C JOHN 200 CRESCENT COURT, STE. 1900 DALLAS, TX75201 X Signatures BLUESCAPE RILEY EXPLORATION HOLDINGS LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer 03/08/2021 Signature of Reporting Person Date BLUESCAPE RILEY EXPLORATION ACQUISITION LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer 03/08/2021 Signature of Reporting Person Date 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 03/08/2021 Signature of Reporting Person Date BLUESCAPE ENERGY PARTNERS III GP LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer 03/08/2021 Signature of Reporting Person Date BLUESCAPE RESOURCES GP HOLDINGS LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler, Title: Managing Director and Chief Financial Officer 03/08/2021 Signature of Reporting Person Date BLUESCAPE RESOURCES COMPANY LLC By: /s/ Jonathan Siegler, Name: Jonathan Siegler Title: Executive Chairman 03/08/2021 Signature of Reporting Person Date /s/ C. John Wilder Jr. 03/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of the date hereof, Bluescape Riley Exploration Acquisition LLC, a Delaware limited liability company ("BREA"), directly holds 3,834,639 shares of Common Stock. ( 2 )As of the date hereof, Bluescape Riley Exploration Holdings LLC, a Delaware limited liability company ("Bluescape Riley Holdings"), directly holds 2,021,800 shares of Common Stock. In addition, Bluescape Riley Holdings has the right to designate a majority of BREA's board of managers and owns 100% of the Class A membership interests of BREA, which represents a majority of BREA's outstanding membership interests. Accordingly, Bluescape Riley has the power to direct the affairs of BREA. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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 BREA and Bluescape Riley Holdings, state 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 BREA and Bluescape Riley Holdings, disclaims beneficial ownership of these securities, except to the extent of such reporting person's pecuniary interest in such securities. BREA 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 any securities included in this Form 3 other than the 3,834,639 shares of Common Stock it holds directly. BREA disclaims beneficial ownership of any of the shares of Common Stock it does not hold directly.

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).

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