Sec Form 4 Filing - GREP GP III, LLC @ Granite Ridge Resources, Inc. - 2023-09-15

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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
GREP GP III, LLC
2. Issuer Name and Ticker or Trading Symbol
Granite Ridge Resources, Inc. [ GRNT]
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)
5217 MCKINNEY AVE., SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
09/15/2023
(Street)
DALLAS, TX75205
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 $0.0001 per share 09/15/2023 S( 1 ) 2,477,261 D $ 5 16,800,468 I See footnote ( 2 ) ( 3 ) ( 6 )
Common Stock, par value $0.0001 per share 09/15/2023 S( 4 ) 5,687,739 D $ 5 38,563,817 I See footnote ( 5 ) ( 6 )
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
GREP GP III, LLC
5217 MCKINNEY AVE.
SUITE 400
DALLAS, TX75205
X
Grey Rock Energy Partners GP III, L.P.
5217 MCKINNEY AVENUE
SUITE 400
DALLAS, TX75205
X
GREP GP III Holdings, LLC
5217 MCKINNEY AVENUE
SUITE 400
DALLAS, TX75205
X
Grey Rock Energy Partners GP III-A, L.P.
5217 MCKINNEY AVENUE
SUITE 400
DALLAS, TX75205
X
Grey Rock Energy Fund III-A, LP
2911 TURTLE CREEK BLVD
SUITE 1150
DALLAS, TX75219
X
GREP Holdco III-A, LLC
5217 MCKINNEY AVENUE
SUITE 400
DALLAS, TX75205
X
Grey Rock Energy Partners GP III-B, L.P.
5217 MCKINNEY AVENUE
SUITE 400
DALLAS, TX75205
X
Grey Rock Energy Fund III-B, LP
2911 TURTLE CREEK BLVD
SUITE 1150
DALLAS, TX75219
X
Grey Rock Energy Fund III-B Holdings, LP
2911 TURTLE CREEK BLVD
SUITE 1150
DALLAS, TX75219
X
GREP Holdco III-B Holdings, LLC
5217 MCKINNEY AVENUE
SUITE 400
DALLAS, TX75205
X
Signatures
/s/ Emily Fuquay, by power of attorney for GREP GP III, LLC 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP III, L.P. 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for GREP GP III Holdings, LLC 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP III-A, L.P. 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund III-A, LP 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for GREP Holdco IIIA, LLC 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP III-B, L.P. 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund III-B, LP 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund III-B Holdings, L.P. 09/15/2023
Signature of Reporting Person Date
/s/ Emily Fuquay, by power of attorney for GREP Holdco IIIB Holdings, LLC 09/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were disposed of by GREP Holdco III-A, LLC in an underwritten secondary public offering, including the exercise by the underwriters of an overallotment option. The shares were sold at a public offering price of $5.00 per share, and the underwriters received an underwriting discount of $0.40 per share, resulting in a net price of $4.60 per share.
( 2 )These shares are owned directly by Holdco III-A. Holdco III-A is indirectly controlled by GREP GP III, LLC ("Fund III GP"). Fund III GP is the sole general partner of Grey Rock Energy Partners GP III, L.P. ("GREP GP III"), which is the sole member of GREP GP III Holdings, LLC ("GREP GP III Holdings"), which is the sole general partner of Grey Rock Energy Partners GP III-A, L.P. ("GP III-A"). GP III-A is the sole general partner of Grey Rock Energy Fund III-A, LP ("Fund III-A"), which is the sole member of Holdco III-A.
( 3 )As a result, Fund III GP, GREP GP III and GREP GP III Holdings may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Granite Ridge Resources, Inc. ("Granite Ridge") common stock owned by Holdco III-A. Fund III GP, GREP GP III, GREP GP III Holdings, GP III-A and Fund III-A disclaim beneficial ownership of the Granite Ridge common stock held by Holdco III-A in excess of such entity's pecuniary interest therein.
( 4 )Shares were disposed of by GREP Holdco III-B Holdings, LLC in an underwritten secondary public offering, including the exercise by the underwriters of an overallotment option. The shares were sold at a public offering price of $5.00 per share, and the underwriters received an underwriting discount of $0.40 per share, resulting in a net price of $4.60 per share.
( 5 )These shares are owned directly by Holdco III-B. Holdco III-B is indirectly controlled Fund III GP. GREP GP III Holdings is the sole general partner of Grey Rock Energy Partners GP III-B, L.P. ("GP III-B"). GP III-B is the sole general partner of each of Grey Rock Energy Fund III-B, LP ("Fund III-B") and Grey Rock Energy Fund III-B Holdings, L.P. ("Fund III-B Holdings"). Fund III-B and Fund III-B Holdings are the sole members of Holdco III-B. As a result, Fund III GP, GREP GP III, GREP GP III Holdings, GP III-B, Fund III-B and Fund III-B Holdings may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Granite Ridge common stock owned by Holdco III-B. Fund III GP, GREP GP III, GREP GP III Holdings, GP III-B, Fund III-B and Fund III-B Holdings disclaim beneficial ownership of the Granite Ridge common stock held by Holdco III-B in excess of such entity's pecuniary interest therein.
( 6 )Fund III GP and GREP GP III may also be deemed to share the power to vote or direct the vote or to direct the disposition of Granite Ridge common stock held by parties to a Voting Agreement, as described in more detail in the Schedule 13D filed by Fund III GP, GREP GP III and the other parties to the Voting Agreement on September 1, 2023, as it may be amended from time to time. Fund III GP and GREP GP III disclaim beneficial ownership of the Granite Ridge common stock held by parties to the Voting Agreement in excess of such entity's pecuniary interest therein.

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