Primexx Energy Partners, Ltd - Apr 1, 2022 Form 4 Insider Report for Callon Petroleum Co (CPE)

Role
10%+ Owner
Signature
PRIMEXX ENERGY PARTNERS, LTD., By: Primexx Energy Corporation, its managing general partner, By: /s/ Michael Christopher Doyle, Name: Michael Christopher Doyle, Title: President and Chief Executive Officer
Stock symbol
CPE
Transactions as of
Apr 1, 2022
Transactions value $
-$1,546,897
Form type
4
Date filed
4/5/2022, 09:41 PM
Previous filing
Mar 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CPE Common Stock Sale -$1.13M -18.5K -0.34% $61.38 5.43M Apr 1, 2022 See Footnotes F1, F2, F4, F5, F6, F7, F8
transaction CPE Common Stock Sale -$413K -6.74K -0.36% $61.38 1.86M Apr 1, 2022 See Footnotes F1, F3, F4, F5, F6, F7, F8
transaction CPE Common Stock Other $0 -5.43M -100% $0.00* 0 Apr 4, 2022 See Footnotes F4, F5, F6, F7, F8, F9, F10
transaction CPE Common Stock Other $0 -1.86M -100% $0.00* 0 Apr 4, 2022 See Footnotes F4, F5, F6, F7, F8, F11, F12
holding CPE Common Stock 6.82M Apr 1, 2022 See Footnotes F4, F5, F6, F7, F8, F9, F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares of common stock, par value $0.01 per share ("Common Stock"), of Callon Petroleum Company (the "Issuer") were sold in multiple transactions ranging from $61.03 to $61.76, inclusive. The Reporting Persons undertake to provide to 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 of Common Stock sold at each separate price in the ranges set forth in this footnote.
F2 Reflects shares of Common Stock beneficially owned by Primexx Energy Partners, Ltd. after the sales reported herein, including 1,983,407 shares held in escrow for the benefit of the Issuer and Primexx Energy Partners, Ltd.
F3 Reflects shares of Common Stock beneficially owned by BPP Energy Partners LLC after the sales reported herein, including 603,891 shares held in escrow for the benefit of the Issuer and BPP Energy Partners LLC.
F4 Primexx Energy Corporation is the managing general partner of Primexx Energy Partners, Ltd. BPP HoldCo LLC is the majority shareholder and has the power to appoint the majority of the members of the board of directors of Primexx Energy Corporation and has the power to appoint the majority of the members of the board of managers of BPP Energy Partners LLC. BX Primexx Topco LLC is the sole member of BPP HoldCo LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C.
F5 (Continued from Footnote 4) Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
F6 Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
F7 Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
F8 Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
F9 The shares of Common Stock were distributed pro rata to unitholders of Primexx Energy Partners, Ltd. in connection with a liquidating distribution of Primexx Energy Partners, Ltd. Following such distribution and the Primexx Escrow Release (defined below), the shares of Common Stock reported herein are beneficially owned directly by BPP HoldCo LLC, which includes 922,512 shares held in escrow for the benefit of BPP HoldCo LLC.
F10 On April 4, 2022, the Issuer and Primexx Energy Partners, Ltd. instructed the escrow agent to release a portion of the shares of the Issuer held in escrow on April 4, 2022 to the unitholders of Primexx Energy Partners, Ltd., and instructed that for any remaining portion in escrow to be released on a future release date, to be held for the benefit of such entities and to be released directly to such entities on such future release date, in connection with a pro rata liquidating distribution (the "Primexx Escrow Release").
F11 The shares of Common Stock were distributed pro rata to members of BPP Energy Partners LLC in connection with a liquidating distribution of BPP Energy Partners LLC. Following such distribution and the BPPEP Escrow Release (defined below), the shares of Common Stock reported herein are beneficially owned directly by BPP HoldCo LLC, which includes 286,164 shares held in escrow for the benefit of BPP HoldCo LLC.
F12 On April 4, 2022, the Issuer and BPP Energy Partners LLC instructed the escrow agent to release a portion of the shares of the Issuer held in escrow on April 4, 2022 to the members of BPP Energy Partners LLC, and instructed that for any remaining portion in escrow to be released on a future release date, to be held for the benefit of such entities and to be released directly to such entities on such future release date, in connection with a pro rata liquidating distribution (the "BPPEP Escrow Release").

Remarks:

Form 1 of 2