4//SEC Filing
NGP Energy Capital Management, L.L.C. 4
Accession 0001104659-19-062809
CIK 0000895126other
Filed
Nov 11, 7:00 PM ET
Accepted
Nov 12, 9:08 PM ET
Size
23.9 KB
Accession
0001104659-19-062809
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock
2019-11-12−110,812,594→ 0 total(indirect: See Footnotes) - Other
Common Stock
2019-11-12−47,042,897→ 0 total(indirect: See Footnotes) - Other
Common Stock
2019-11-12−139,559,070→ 0 total(indirect: See Footnotes) - Other
Common Stock
2019-11-12−13,398,161→ 0 total(indirect: See Footnotes)
Footnotes (10)
- [F1]On November 12, 2019, each of Esquisto Holdings, LLC ("Esquisto Holdings"), WHE AcqCo Holdings, LLC ("Acquisition Co. Holdings") and WHR Holdings, LLC ("WHR Holdings") distributed all shares of common stock, par value $0.01 per share ("Common Stock") of Chesapeake Energy Corporation ("Chesapeake") held by them to their equity holders, including NGP XI US Holdings, L.P. ("NGP XI US Holdings") and NGP X US Holdings, L.P. ("NGP X US Holdings"), on a pro rata basis in accordance with their respective ownership interests, with no consideration being paid in connection therewith. Immediately following such distribution, NGP XI US Holdings and NGP X US Holdings also made pro rata distributions of all shares of Common Stock of Chesapeake held by them to their unitholders in accordance with their respective ownership interests, with no consideration being paid in connection therewith.
- [F10](Continued from Footnote 9) GFW X GP has delegated full power and authority to manage NGP X US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the shares of Chesapeake common stock that WHR Holdings holds and therefore may also be deemed to be the beneficial owner of such shares. NGP ECM disclaims beneficial ownership of such shares in excess of its pecuniary interest therein.
- [F2]Directly owned by Esquisto Holdings.
- [F3]Directly owned by Acquisition Co. Holdings.
- [F4]Directly owned by NGP XI US Holdings. Amount does not include potential indirect beneficial ownership of shares directly owned by Esquisto Holdings and Acquisition Co. Holdings. See Footnotes (6) through (8).
- [F5]Directly owned by WHR Holdings.
- [F6]This form is jointly filed by NGP Energy Capital Management, L.L.C. ("NGP ECM"), NGP XI US Holdings, NGP XI Holdings GP, L.L.C. ("NGP XI Holdings GP"), NGP Natural Resources XI, L.P. ("NGP Natural Resources XI"), G.F.W. Energy XI, L.P. ("GFW Energy XI") and GFW XI, L.L.C. ("GFW XI"). Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings") owns 100% of the capital interests in Esquisto Holdings, NGP XI US Holdings directly and indirectly owns 90% of Esquisto Investment Holdings, and certain members of Esquisto Holdings' and Esquisto Investment Holdings' management own the remaining 10.0%. Additionally, NGP XI US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings. Further, NGP XI US Holdings owns 100% of the capital interests in Acquisition Co. Holdings.
- [F7](Continued from Footnote 6) As a result, NGP XI US Holdings may be deemed to indirectly beneficially own the shares held by each of Esquisto Holdings and Acquisition Co. Holdings. NGP XI US Holdings disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein and this statement shall not be construed as an admission that NGP XI US Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
- [F8](Continued from Footnote 7) NGP XI Holdings GP is the sole general partner of NGP XI US Holdings, NGP Natural Resources XI is the sole member of NGP XI Holdings GP, GFW Energy XI is the sole general partner of NGP Natural Resources XI and GFW XI is the sole general partner of GFW Energy XI. GFW XI has delegated full power and authority to manage NGP XI US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over shares held by NGP XI US Holdings and therefore may also be deemed to be the beneficial owner of such shares. Each of NGP XI Holdings GP, NGP Natural Resources XI, GFW Energy XI, GFW XI and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein.
- [F9]WildHorse Investment Holdings, LLC ("WildHorse Investment Holdings") owns 100% of the capital interests in WHR Holdings. NGP X US Holdings owns 90.3% of WildHorse Investment Holdings, and certain former members of WildHorse Resource Development Corporation's management own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WHR Holdings. NGP X Holdings GP, L.L.C. ("NGP X Holdings GP") is the sole general partner of NGP X US Holdings. NGP Natural Resources X, L.P. ("NGP X") is the sole member of NGP X Holdings GP. G.F.W. Energy X, L.P. ("GFW X") is the sole general partner of NGP X. GFW X, L.L.C. ("GFW X GP") is the sole general partner of GFW X.
Documents
Issuer
CHESAPEAKE ENERGY CORP
CIK 0000895126
Entity typeother
Related Parties
1- filerCIK 0001471812
Filing Metadata
- Form type
- 4
- Filed
- Nov 11, 7:00 PM ET
- Accepted
- Nov 12, 9:08 PM ET
- Size
- 23.9 KB