Sec Form 4 Filing - EnerVest, Ltd. @ Magnolia Oil & Gas Corp - 2019-12-18

Insider filing report for Changes in Beneficial Ownership
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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. 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
EnerVest, Ltd.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 800,
3. Date of Earliest Transaction (MM/DD/YY)
12/18/2019
(Street)
HOUSTON, TX77002
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
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
Class B Common Stock ( 1 ) 12/18/2019 D 6,000,000 ( 3 ) ( 1 ) ( 4 ) Class A Common Stock $ 6,000,000 $ 11.52 85,789,814 ( 2 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EnerVest, Ltd.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X X
EnerVest Management GP, L.C.
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X
EnerVest Energy Institutional Fund XIV-A, L.P.
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X
EnerVest Energy Institutional Fund XIV-2A, L.P.
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X
EnerVest Energy Institutional Fund XIV-3A, L.P.
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X
EnerVest Energy Institutional Fund XIV-WIC, L.P.
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X
EnerVest Energy Institutional Fund XIV-C-AIV, L.P.
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X
EnerVest Investment Services, L.L.C.
C/O ENERVEST, LTD.
1001 FANNIN STREET, SUITE 800
HOUSTON, TX77002
X
Signatures
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd. 12/18/2019
Signature of Reporting Person Date
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C. 12/18/2019
Signature of Reporting Person Date
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-A, L.P. 12/18/2019
Signature of Reporting Person Date
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-2A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-2A, L.P. 12/18/2019
Signature of Reporting Person Date
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFA XIV-3A, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-3A, L.P. 12/18/2019
Signature of Reporting Person Date
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EnerVest Holding XIV, LLC, the General Partner of EnerVest Energy Institutional Fund XIV-WIC, L.P. 12/18/2019
Signature of Reporting Person Date
/s/ John B. Walker, Chief Executive Officer, EnerVest Management GP, L.C., the General Partner of EnerVest, Ltd., the sole member of EVFC GP XIV, LLC, the Managing General Partner of EnerVest Energy Institutional Fund XIV-C, L.P. 12/18/2019
Signature of Reporting Person Date
/s/ John B. Walker, Executive Chairman, EnerVest Operating, L.L.C., the General Partner of EnerVest Holding, L.P., the sole member of EnerVest Investment Services, L.L.C. 12/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 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"). 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 XIVWIC, L.P. ("EV XIV-WIC"), and EVFC GP XIV, LLC, the managing general partner of EnerVest Energy Institutional Fund XIV-C-AIV, L.P. ("EV XIV-C-AIV"). EnerVest Investment Services, L.L.C. ("EIS, LLC") is the investment advisor for EV XIV-A, EV XIV-2A, EV XIV-3A, EV XIV-WIC and EV XIV-C-AIV (the funds collectively, the "Record Holders" and each, a "Record Holder").
( 3 )Represents (i) 3,971,047 shares of Class B Common Stock transferred to the Issuer by EV XIV-A, (ii) 41,484 shares of Class B Common Stock transferred to the Issuer by EV XIV-WIC, (iii) 759,933 shares of Class B Common Stock transferred to the Issuer by EV XIV-2A, (iv) 783,947 shares of Class B Common Stock transferred to the Issuer by EV XIV-3A and (v) 443,589 shares of Class B Common Stock transferred to the Issuer by EV XIV-C-AIV.
( 4 )Not applicable.
( 5 )Each Record Holder and each of EVM GP, EnerVest, EVFA GP XIV, LLC, EVFA XIV-2A, LLC, EVFA XIV-3A, LLC, EnerVest Holding XIV, LLC, EVFC GP XIV, LLC, and EIS, LLC (collectively, the "Non-Fund Entities") 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 some or all of the Equity Interests (as defined below) owned by the Record Holders and, therefore, a "ten percent holder" hereunder. (continue with footnote (6))
( 6 )Each Record Holder and each Non-Fund Entity disclaims beneficial ownership of the Equity Interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
( 7 )Represents the aggregate number of shares of Class B Common Stock owned by the Record Holders. (The shares of Class B Common Stock and Units held by the Record Holders are collectively referred to herein as the "Equity Interests.")
( 8 )EV XIV-A owns of record 56,779,231 shares of Class B Common Stock; EV XIV-2A owns of record 10,865,746 shares of Class B Common Stock; EV XIV-3A owns of record 11,209,125 shares of Class B Common Stock; EV XIV-WIC owns of record 593,147 shares of Class B Common Stock; and EV XIV-C-AIV owns of record 6,342,565 shares of Class B Common Stock.

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