RIVERSTONE HOLDINGS LLC Form 4 Filed 2023-12-21

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 ^*

REL US Centennial Holdings, LLC

2. Issuer Name and Ticker or Trading Symbol
Permian Resources Corp [PR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former 10% Owner

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS, 712 FIFTH AVENUE 36TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2023

(Street)

NEW YORK, NY 10019

(City)

(State)

(Zip)

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

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

______ Form Filed by One Reporting Person
__X__ 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
Class A Common Stock	12/21/2023		S		5,630,631	D	$12.93	52,596,969	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽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 (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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
REL US Centennial Holdings, LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X		Former 10% Owner
REL IP General Partner LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X
REL IP General Partner Ltd C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X
Riverstone Energy Ltd Investment Holdings, LP C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X
Riverstone Holdings II (Cayman) Ltd. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X
Riverstone VI Centennial QB Holdings, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X
RIVERSTONE HOLDINGS LLC C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X
Riverstone Management Group, L.L.C. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X
Riverstone/Gower Mgmt Co Holdings, L.P. C/O RIVERSTONE HOLDINGS 712 FIFTH AVENUE 36TH FLOOR NEW YORK, NY 10019	X	X

Explanation of Responses:

1.	Following the transactions reported herein, includes 10,052,173 shares held of record by REL US Centennial Holdings, LLC ("REL US"), 36,137,046 shares held of record by Riverstone VI Centennial QB Holdings, L.P. ("Riverstone QB Holdings"), 3,632,581 shares held of record by Riverstone Non-ECI USRPI AIV, L.P. ("Riverstone Non-ECI"), 1,932,221 shares held of record by Silver Run Sponsor, LLC ("Silver Run Sponsor") and 842,948 shares held of record by David M. Leuschen.
2.	David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C. ("Riverstone Management"), which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Holdings") and the sole shareholder of Riverstone Holdings II (Cayman) Ltd. ("Holdings II").
3.	Holdings is the sole shareholder of Riverstone Energy GP VI Corp., which is the managing member of Riverstone Energy GP VI, LLC, which is the general partner of Riverstone Energy Partners VI, L.P., which is the general partner Riverstone QB Holdings. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings, Riverstone Energy GP VI Corp, Riverstone Energy GP VI, LLC and Riverstone Energy Partners VI, L.P. may be deemed to share beneficial ownership of the securities held of record by Riverstone QB Holdings. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
4.	Holdings is also the managing member of Silver Run Sponsor Manager, LLC, which is the managing member of Silver Run Sponsor. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings and Silver Run Sponsor Manager, LLC may be deemed to share beneficial ownership of the securities held of record by Silver Run Sponsor. Each such person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
5.	Holdings II is the general partner of Riverstone Energy Limited Investment Holdings, LP, which is the sole shareholder of REL IP General Partner Limited, which is the general partner of REL IP General Partner LP, which is the managing member of REL US. Each of Messrs. Leuschen and Lapeyre, Riverstone Management, Riverstone/Gower, Holdings II, Riverstone Energy Limited Investment Holdings, LP, REL IP General Partner Limited and REL IP General Partner LP may be deemed to share beneficial ownership of the securities held of record by REL US. Each such person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6.	Riverstone Non-ECI GP Ltd. is the sole member of Riverstone Non-ECI Cayman GP LLC, which is the general partner of Riverstone Non-ECI Partners GP (Cayman), L.P., which is the sole member of Riverstone Non-ECI USRPI AIV GP, L.L.C., which is the general partner of Riverstone Non-ECI. Riverstone Non-ECI GP Ltd. is managed by Mr. Leuschen and Mr. Lapeyre. As such, each of Messrs. Leuschen and Lapeyre, Riverstone Non-ECI GP Ltd., Riverstone Non-ECI Cayman GP LLC, Riverstone Non-ECI Partners GP (Cayman), L.P., and Riverstone Non-ECI USRPI AIV GP, L.L.C. may be deemed to share beneficial ownership of the securities held of record by Riverstone Non-ECI. Each such person or entity disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks: Due to the limitations of the electronic filing system, each of Silver Run Sponsor, LLC; Silver Run Sponsor Manager, LLC; Riverstone Non-ECI USRPI AIV, L.P.; Riverstone Non-ECI USRPI AIV GP, L.L.C.; Riverstone Non-ECI Partners GP (Cayman), L.P.; Riverstone Non-ECI GP Cayman LLC; Riverstone Non-ECI GP Ltd.; Riverstone Energy Partners VI, L.P.; Riverstone Energy GP VI, LLC; Riverstone Energy GP VI Corp; David M. Leuschen; and Pierre F. Lapeyre Jr. are filing a separate Form 4.

	Signatures
	REL US Centennial Holdings, LLC by: REL IP General Partner LP, its managing member by: REL IP General Partner Limited, its general partner by: /s/ Thomas Smith, Director	12/21/2023
	REL IP General Partner LP by: REL IP General Partner Limited, its general partner by: /s/ Thomas Smith, Managing Director	12/21/2023
	REL IP General Partner Limited by: /s/ Thomas Smith, Director	12/21/2023
	Riverstone Energy Limited Investment Holdings, LP by: Riverstone Holdings II (Cayman) Ltd., its general partner by: /s/ David M. Leuschen, Director	12/21/2023
	Riverstone Holdings II (Cayman) Ltd. by: /s/ David M. Leuschen, Director	12/21/2023
	Riverstone VI Centennial QB Holdings, L.P. by: Riverstone Energy Partners VI, L.P., its general partner by: Riverstone Energy GP VI, LLC, its general partner by: /s/ Thomas Smith, Managing Director	12/21/2023
	Riverstone Holdings LLC by: /s/ Thomas Smith, Authorized Person	12/21/2023
	Riverstone Management Group, L.L.C. by: /s/ Thomas Smith, Manager	12/21/2023
	Riverstone/Gower Mgmt Co Holdings, L.P. by: Riverstone Management Group, L.L.C., its general partner by: /s/ Thomas Smith, Manager	12/21/2023
	** Signature of Reporting Person	Date
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