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Filing Details

Accession Number:: 0001140361-24-012661
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-11 17:32:43
Reporting Period:: 2024-03-11

Accepted Time:: 2024-03-11 17:32:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1866175	Crescent Energy Co	CRGY	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1081714	R Henry Kravis	30 Hudson Yards New York NY 10001	No	No	No	No
1081715	R George Roberts	2800 Sand Hill Road, Suite 200 Menlo Park CA 94025	No	No	No	No
1404912	Kkr & Co. Inc.	30 Hudson Yards New York NY 10001	No	No	No	No
1472694	Llp Management Kkr	30 Hudson Yards New York NY 10001	No	No	No	No
1472698	L.p. Partnership Group Kkr	30 Hudson Yards New York NY 10001	No	No	No	No
1743754	Kkr Group Holdings Corp.	30 Hudson Yards New York NY 10001	No	No	No	No
1932162	Kkr Group Co. Inc.	30 Hudson Yards New York NY 10001	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class B Common Stock	Disposition	2024-03-11	2,300,000	$0.00	48,934,496	No	4	J	Indirect	See footnotes
Class B Common Stock	Disposition	2024-03-11	13,800,000	$0.00	35,134,496	No	4	J	Indirect	See footnotes
Class A Common Stock	Acquisiton	2024-03-11	13,800,000	$0.00	13,800,000	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2024-03-11	13,800,000	$9.87	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Crescent Energy OpCo LLC Units	Disposition	2024-03-11	2,300,000	$9.87	2,300,000	$0.00
Class A Common Stock	Crescent Energy OpCo LLC Units	Disposition	2024-03-11	13,800,000	$0.00	13,800,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
48,934,496			No	4	S	Indirect
35,134,496			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	572,354	Indirect	See footnotes

Footnotes

Shares of Class B Common Stock of Crescent Energy Company (the "Issuer") have no economic rights but entitle its holder to one vote per share of Class B Common Stock on all matters to be voted on by shareholders generally.
Represents 2,300,000 units of Crescent Energy OpCo LLC ("OpCo") transferred to the Issuer by the Reporting Person and an equal number of shares of Class B Common Stock subsequently forfeited by the Reporting Person and canceled by the Issuer in exchange for $9.87 per unit of OpCo ("OpCo LLC Unit") (the "OpCo Unit Repurchase"). On March 11, 2024, IE Aggregator completed the OpCo Unit Repurchase pursuant to a Repurchase Agreement, dated March 6, 2024, by and among IE Aggregator, OpCo and, for the purposes of consent to the transfer of OpCo LLC Units, the Issuer (the "Repurchase Agreement").
Reflects securities held directly by Independence Energy Aggregator L.P. ("IE Aggregator"). Independence Energy Aggregator GP LLC is the general partner of IE Aggregator. KKR Upstream Associates LLC is the sole member of Independence Energy Aggregator GP LLC.
Reflects securities held directly by KKR Upstream Associates LLC.
KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC are the controlling members of KKR Upstream Associates LLC. KKR Group Assets III GP LLC is the general partner of KKR Group Assets Holdings III L.P. KKR Group Partnership L.P. is the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
The terms of the Amended and Restated Limited Liability Company Agreement of OpCo provide certain holders of the OpCo LLC Units with the right to cause OpCo to acquire all or a portion of the OpCo LLC Units (the "Redemption Right") for, at OpCo's election, (a) shares of Class A Common Stock of the Issuer at a redemption ratio of one share of Class A Common Stock for each OpCo LLC Unit redeemed, together with an equal number of shares of Class B Common Stock (subject to customary conversion rate adjustments for stock splits, stock dividends and reclassification and similar transactions), or (b) cash. In connection with any redemption of OpCo LLC Units pursuant to the Redemption Right, the corresponding number of shares of the Class B Common Stock will be cancelled. The OpCo LLC Units and the Redemption Right have no expiration date.
On March 11, 2024, IE Aggregator converted 13,800,000 shares of Class B Common Stock and OpCo LLC Units into 13,800,000 shares of Class A Common Stock. On March 11, 2024, IE Aggregator sold 13,800,000 shares of Class A Common Stock at a price per share of $9.87 in an underwritten public offering.
This amount represents the $10.50 secondary price per share of Class A Common Stock of the Issuer less the underwriting discount of $0.63 per share for shares sold by IE Aggregator in connection with an underwritten public offering.