HNR Acquisition Corp.

09/09/2024 | Press release | Distributed by Public on 09/09/2024 16:37

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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. 20549STATEMENT OF CHANGES IN 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
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1. Name and Address of Reporting Person *
Pogo Royalty, LLC
2. Issuer Name and Ticker or Trading Symbol
HNR Acquisition Corp. [HNRA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4809 COLE AVENUE, , SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
DALLAS TX 75205
4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 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 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pogo Royalty, LLC
4809 COLE AVENUE,
SUITE 200
DALLAS, TX75205
X
CIC Pogo LP
3879 MAPLE AVENUE
SUITE 400
DALLAS, TX75219
X
CIC IV GP LLC
3879 MAPLE AVENUE
SUITE 400
DALLAS, TX75219
X
CIC Partners Firm LP
3879 MAPLE AVENUE
SUITE 400
DALLAS, TX75219
X
CIC Partners Firm GP LLC
3879 MAPLE AVENUE
SUITE 400
DALLAS, TX75219
X

Signatures

/s/ Bayard Friedman, Authorized Person, on behalf of Pogo Royalty, LLC 2024-09-09
**Signature of Reporting Person Date
/s/ Bayard Friedman, Authorized Person, on behalf of CIC Pogo LP, CIC IV GP LLC, CIC Partners Firm LP and CIC Partners Firm GP LLC 2024-09-09
**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) The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $1.50 to $1.57, inclusive. The reporting persons undertake to provide to HNR Acquisition Corp (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
(2) Pogo Royalty beneficially holds (a) 201,022 shares of Class A Common Stock of the Issuer and (b) 1,800,000 shares of Class B Common Stock of the Issuer and an equivalent number of HNRA Upstream, LLC ("OpCo") Class B Units, which together are exchangeable for 1,800,000 shares of Class A Common Stock of the Issuer.
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.