Filing Details
- Accession Number:
- 0000950170-25-078545
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-05-28 20:54:29
- Reporting Period:
- 2025-05-23
- Filing Date:
- 2025-05-28
- Accepted Time:
- 2025-05-28 20:54:29
- 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 | |
| 2028366 | Five Point Energy Gp Iii Lp | 825 Town &Amp; Country Lane #700 Houston TX 77024 | No | No | No | No | |
| 2028367 | Five Point Energy Gp Iii Llc | 825 Town &Amp; Country Lane #700 Houston TX 77024 | No | No | No | No | |
| 2028396 | Five Point Energy Gp Ii Llc | 825 Town &Amp; Country Lane #700 Houston TX 77024 | No | No | No | No | |
| 2028439 | Five Point Energy Fund Iii Aiv-Viii Lp | 825 Town &Amp; Country Lane #700 Houston TX 77024 | No | No | No | No | |
| 2028446 | Five Point Energy Gp Ii Lp | 825 Town &Amp; Country Lane #700 Houston TX 77024 | No | No | No | No | |
| 2028478 | Five Point Energy Fund Ii Aiv-Vii Lp | 825 Town &Amp; Country Lane #700 Houston TX 77024 | No | No | No | No | |
| 2029175 | Landbridge Holdings Llc | C/O Landbridge Company Llc 5555 San Felipe Street, Suite 1200 Houston TX 77056 | No | No | No | No |
Transaction Summary
| Sold: | 1,900,000 shares | Avg. Price: $75.25 | Total Value: $142,975,000.00 |
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 | Direct | |
| Class A Shares | Acquisiton | 2025-05-23 | 1,900,000 | $0.00 | 1,900,000 | No | 4 | C | Direct | |
| Class A Shares | Disposition | 2025-05-23 | 1,900,000 | $75.25 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
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 | Direct |
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 the Reporting Person pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on May 23, 2025, the Reporting Person (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.
- The Reporting Person is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own 97.4% of the capital interests of the Reporting Person and have the right to appoint a majority of the members of the board of managers of the Reporting Person. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III.
- (Continued from footnote 4) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. As a result of the foregoing, Mr. Capobianco may exercise voting and dispositive power over the Class B Shares held by the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.
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