Juniper Capital III GP, L.P. Form 4 Filed 2021-10-08

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 ^*

Juniper Capital III GP, L.P.

2. Issuer Name and Ticker or Trading Symbol
PENN VIRGINIA CORP [PVAC]

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)

2727 ALLEN PARKWAY, SUITE 1850

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2021

(Street)

HOUSTON, TX 77019

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

10/06/2021

171,428.57

07/14/2021

⁽⁵⁾

Class A Common Stock⁽²⁾

171,428.57

⁽¹⁾

See footnote⁽⁴⁾

Class B Common Stock

⁽³⁾

10/06/2021

17,142,857

07/14/2021

⁽⁵⁾

Class A Common Stock⁽²⁾

17,142,857

⁽³⁾

17,142,857

See footnote⁽⁴⁾

Explanation of Responses:

1.	On January 15, 2021, JSTX Holdings LLC, a Delaware limited liability company ("JSTX"), was issued 171,428.57 shares of Series A Preferred Stock of the Issuer ("Series A Preferred Stock") and 17,142,857 Common Units ("Common Units") of PV Energy Holdings, L.P., a Delaware limited partnership and subsidiary of the Issuer (the "Partnership") pursuant to the Contribution Agreement dated November 2, 2020 (the "Contribution Agreement").
2.	On October 6, 2021, the Issuer renamed its common stock, par value $0.01, to Class A Common Stock, par value $0.01 per share (the "Class A Common Stock").
3.	On October 6, 2021, JSTX exchanged its 171,428.57 shares of Series A Preferred Stock for 17,142,857 shares of Class B Common Stock, par value $0.01 per share, of the Issuer (the "Class B Common Stock"), pursuant to the Contribution and Exchange Agreement, dated October 6, 2021. JSTX may elect to have each Common Unit, together with 1 share of Class B Common Stock, held by it, redeemed at any time for, at the Partnership's option, either (a) one share of Class A Common Stock or (b) a cash payment equal to the average of the volume-weighted closing price of one share of Class A Common Stock for the five trading days prior to the date JSTX delivers a notice of redemption for each Common Unit and each share of Class B Common Stock redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications).
4.	The Reporting Person is the sole general partner of each of Juniper Capital III, L.P., a Delaware limited partnership ("Fund III"), and Juniper Phoenix Partners, L.P., a Delaware limited partnership ("Phoenix"). JSTX is wholly owned by Fund III and Phoenix. The Reporting Person disclaims beneficial ownership in the securities except to the extent of its pecuniary interest therein.
5.	N/A.

	Signatures
	/s/ Edward Geiser, Authorized Signatory of the Reporting Person	10/08/2021
	** Signature of Reporting Person	Date
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