Landbridge Company LLC

07/03/2024 | Press release | Distributed by Public on 07/03/2024 19:06

Amendment to Initial Statement of Beneficial Ownership - Form 3/A

Ownership Submission
FORM 3/A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
1. Name and Address of Reporting Person *
LandBridge Holdings LLC
2. Date of Event Requiring Statement (Month/Day/Year)
2024-06-27 		3. Issuer Name and Ticker or Trading Symbol
LandBridge Co LLC [LB]
(Last) (First) (Middle)
C/O LANDBRIDGE COMPANY LLC , 5555 SAN FELIPE STREET, SUITE 1200
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
2024-06-27
(Street)
HOUSTON TX 77056
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LandBridge Holdings LLC
C/O LANDBRIDGE COMPANY LLC
5555 SAN FELIPE STREET, SUITE 1200
HOUSTON, TX77056



Five Point Energy Fund II AIV-VII LP
825 TOWN & COUNTRY LANE #700

HOUSTON, TX77024



Five Point Energy Fund III AIV-VIII LP
825 TOWN & COUNTRY LANE #700

HOUSTON, TX77024



Five Point Energy GP II LP
825 TOWN & COUNTRY LANE #700

HOUSTON, TX77024



Five Point Energy GP II LLC
825 TOWN & COUNTRY LANE #700

HOUSTON, TX77024



Five Point Energy GP III LP
825 TOWN & COUNTRY LANE #700

HOUSTON, TX77024



Five Point Energy GP III LLC
825 TOWN & COUNTRY LANE #700

HOUSTON, TX77024



Capobianco David N
C/O LANDBRIDGE COMPANY LLC
5555 SAN FELIPE STREET, SUITE 1200
HOUSTON, TX77056



Signatures

/s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC 2024-07-03
**Signature of Reporting Person Date
/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP 2024-07-03
**Signature of Reporting Person Date
/s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP 2024-07-03
**Signature of Reporting Person Date
/s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP 2024-07-03
**Signature of Reporting Person Date
/s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC 2024-07-03
**Signature of Reporting Person Date
/s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP 2024-07-03
**Signature of Reporting Person Date
/s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC 2024-07-03
**Signature of Reporting Person Date
/s/ David N. Capobianco 2024-07-03
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the closing of the initial public offering (the "IPO") of the Issuer, (i) LandBridge Holdings LLC ("LandBridge Holdings"), (a) LandBridge Holdings made a capital contribution to the Issuer in exchange for 55,726,603 of the Issuer's Class B shares representing limited liability company interests (the "Class B shares") and (b) LandBridge Holdings received 55,726,603 common units representing limited liability company interests ("OpCo Units") of DBR Land Holdings LLC, a Delaware limited liability company.
(2) Includes 55,726,603 Class B shares that are directly held by LandBridge Holdings, which 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 LandBridge Holdings and have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. 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. Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP.
(3) (Continued from footnote 2) 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 LandBridge Holdings and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of Class B shares in excess of his pecuniary interest therein, if any.
(4) Each Class B share has no economic rights but entitles its holder to one vote on all matters to be voted on by the shareholders of the Issuer generally. At the request of a holder, each OpCo Unit may be redeemed (along with the cancellation of a corresponding Class B share) for, subject to certain restrictions in the amended and restated limited liability company agreement of OpCo (the "OpCo LLCA"), newly issued Class A shares representing limited liability company interests in the Issuer on a one-for-one basis or for a cash payment to be determined pursuant to the OpCo LLCA for each OpCo Unit redeemed. The OpCo Units do not expire.
(5) In connection with the closing of the IPO, LandBridge Holdings and the Issuer entered into a Shareholder's Agreement, pursuant to which the Issuer granted LandBridge Holdings the right to designate a majority of the members of the board of directors of the Issuer. As a result, reporting persons constitute "directors by deputization" with respect to the Issuer.
(6) Includes 55,726,603 OpCo Units that are directly held by LandBridge Holdings, of which, as described in Footnote 2 and 3 to this Form 3, David N. Capobianco may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units in excess of his pecuniary interest therein, if any.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.