Filing Details
- Accession Number:
- 0000950170-25-078535
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-05-28 20:30:41
- Reporting Period:
- 2025-05-23
- Filing Date:
- 2025-05-28
- Accepted Time:
- 2025-05-28 20:30:41
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1995807 | Landbridge Co Llc | LB | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1298438 | N David Capobianco | C/O Landbridge Company Llc 5555 San Felipe Street, Suite 1200 Houston TX 77056 | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class B Shares | Disposition | 2025-05-23 | 1,900,000 | $0.00 | 51,241,496 | No | 4 | J | Indirect | See Footnote |
| Class A Shares | Acquisiton | 2025-05-23 | 1,900,000 | $0.00 | 1,900,000 | No | 4 | C | Indirect | See Footnote |
| Class A Shares | Disposition | 2025-05-23 | 1,900,000 | $75.25 | 0 | No | 4 | S | Indirect | See Footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Indirect | See Footnote |
| No | 4 | C | Indirect | See Footnote |
| No | 4 | S | Indirect | See Footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Shares | DBR Land Holdings LLC Units | Disposition | 2025-05-23 | 1,900,000 | $0.00 | 1,900,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 51,241,496 | No | 4 | C | Indirect |
Footnotes
- Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. Class B Shares do not represent economic interests in the Issuer.
- In connection with the sale by LandBridge Holdings LLC ("LandBridge Holdings") pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on May 23, 2025, LandBridge Holdings (i) redeemed 1,900,000 OpCo Units (together with the cancellation of 1,900,000 Class B Shares) for 1,900,000 Class A Shares and (ii) sold 1,900,000 Class A Shares at a price per share of $75.25.
- Reflects the cancellation of 34,674 OpCo Units and 51,682 OpCo Units (each, together with the cancellation of a corresponding number of Class B Shares) in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended December 31, 2024 and March 31, 2025, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date.
- LandBridge Holdings is ultimately controlled by the Reporting Person. As a result of the foregoing, the Reporting Person may exercise voting and dispositive power over the Class B Shares held by LandBridge Holdings and may be deemed to be the beneficial owner thereof. The Reporting Person disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.
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