Sec Form 3 Filing - McMullen William Wallace @ MACH NATURAL RESOURCES LP - 2023-10-24

Insider filing report for Changes in Beneficial Ownership
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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
McMullen William Wallace
2. Issuer Name and Ticker or Trading Symbol
MACH NATURAL RESOURCES LP [ MNR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O BAYOU CITY ENERGY, L.P., 1201 LOUISIANA STREET SUITE 3308
3. Date of Earliest Transaction (MM/DD/YY)
10/24/2023
(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
Common Units 71,236,632 ( 1 ) I Held by BCE-Mach Aggregator LLC ( 2 )
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 Oth er
McMullen William Wallace
C/O BAYOU CITY ENERGY, L.P.
1201 LOUISIANA STREET SUITE 3308
HOUSTON, TX77002
X X See Remarks
BCE-Mach Aggregator LLC
C/O BAYOU CITY ENERGY, L.P.
1201 LOUISIANA STREET SUITE 3308
HOUSTON, TX77002
X
BAYOU CITY ENERGY MANAGEMENT LLC
C/O BAYOU CITY ENERGY, L.P.
1201 LOUISIANA STREET SUITE 3308
HOUSTON, TX77002
X
Signatures
William W. McMullen, By: /s/ William W. McMullen 10/24/2023
Signature of Reporting Person Date
BCE-Mach Aggregator LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Authorized Signatory 10/24/2023
Signature of Reporting Person Date
Bayou City Energy Management LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Managing Partner 10/24/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported amount has not been reduced for the common units the Reporting Persons have committed to sell to the Issuer in connection with the closing of the Issuer's initial public offering.
( 2 )BCE-Mach Aggregator LLC is indirectly managed by Bayou City Energy Management LLC ("BCEM"). William W. McMullen is the Managing Partner of BCEM. Each of BCEM and Mr. McMullen (by virtue of his relationship with BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the common units which BCE-Mach Aggregator LLC beneficially owns. Mr. McMullen disclaims beneficial ownership of such common units except to the extent of his pecuniary interest therein.

Remarks:
William W. McMullen is a Director of Mach Natural Resources GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.

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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