Sec Form 4 Filing - PT Independence Energy Holdings LLC @ Crescent Energy Co - 2024-04-01

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
PT Independence Energy Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
Crescent Energy Co [ CRGY]
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)
C/O LIBERTY MUTUAL INSURANCE, 175 BERKELEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2024
(Street)
BOSTON, MA02116
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
Class A Common Stock ( 1 ) 04/01/2024 A 28,622 A $ 0 ( 2 ) 51,480 I See footnote ( 1 ) ( 3 ) ( 4 )
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
PT Independence Energy Holdings LLC
C/O LIBERTY MUTUAL INSURANCE
175 BERKELEY STREET
BOSTON, MA02116
X X
LIBERTY MUTUAL HOLDING CO
175 BERKELEY STREET
BOSTON, MA02116
X X
Signatures
PT INDEPENDENCE ENERGY HOLDINGS LLC, By: /s/ Brandi Kendall, Name: Brandi Kendall, Title: Vice President 04/03/2024
Signature of Reporting Person Date
LIBERTY MUTUAL HOLDING COMPANY INC., By: /s/ Vlad Barbalat, Name: Vlad Barbalat, Title: Executive Vice President 04/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Erich Bobinsky and Bevin Brown (the "Directors") are officers of Liberty Energy Holdings ("LEH") and serve on the Board of Directors of Crescent Energy Company (the "CRGY") as nominees of PT Independence Energy Holdings LLC (the "PT Reporting Person"). On April 1, 2024, CRGY granted to the Directors, in their capacities as directors of CRGY, an aggregate of 28,622 restricted stock units ("RSUs"). The Directors have agreed that they will not receive any separate compensation for serving as directors of CRGY and will transfer to LEH any director compensation they receive from CRGY, including any shares received in settlement of therestricted stock units.
( 2 )The shares of Crescent Energy Company (the "Issuer") Class A common stock ("Common Stock") reported are restricted stock units ("RSUs") granted to the reporting person pursuant to the Crescent Energy Company 2021 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest on April 1, 2025, subject to the reporting person's continuous service through such date.
( 3 )Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of the PT Reporting Person, LEH has the sole right to vote or dispose of the shares of Common Stock held by the PT Reporting Person. Therefore, LEH is deemed to have beneficial ownership of the shares of Common Stock. The sole member of LEH is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes.
( 4 )Each of PT Reporting Person, LEH, Liberty Mutual, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the "Record Holders") 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 referred to in note 2 owned by the Record Holders and, therefore, a "ten percent holder" hereunder. Each Record Holder disclaims beneficial ownership of such 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 Record Holders are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

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