David N. Capobianco - Jun 27, 2024 Form 3 Insider Report for LandBridge Co LLC (LB)

Role
Director, 10%+ Owner
Signature
By: /s/ David Capobianco
Stock symbol
LB
Transactions as of
Jun 27, 2024
Transactions value $
$0
Form type
3
Date filed
6/27/2024, 09:39 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding LB Class B shares 57.9M Jun 27, 2024 See Footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding LB DBR Land Holdings LLC common units Jun 27, 2024 Class A shares 57.9M See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 57,901,603 Class B shares representing limited liability company interests (the "Class B shares") of the Issuer that will be directly held by LandBridge Holdings LLC ("LandBridge Holdings") following the closing of the Issuer's initial public offering of its Class A shares representing limited liability company interests (the "Class A shares") and the concurrent private placement of Class A shares. Five Point Energy Fund II AIV-VII LP ("Fund II") and Five Point Energy Fund III AIV-VIII LP ("Fund III"), which will collectively own 97.4% of the capital interests of LandBridge Holdings following the closing of the Issuer's initial public offering, will have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. Five Point Energy GP II LP is the sole general partner of Fund II. Five Point Energy GP II LLC is the sole general partner of Five Point Energy GP II LP.
F2 (Continued from footnote 1) Five Point Energy GP III LP is the sole general partner of Fund III. Five Point Energy GP III LLC is the sole general partner of Five Point Energy GP III LP. Each of Five Point Energy GP II LLC and Five Point Energy GP III LLC is controlled by the reporting person as each respective entity's sole member. 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 Class B shares in excess of his pecuniary interest therein, if any.
F3 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 membership interest ("OpCo Unit") in DBR Land Holdings LLC ("OpCo") 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 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.
F4 Includes 57,901,603 OpCo Units that will be directly held by LandBridge Holdings, of which, as described in Footnotes 1 and 2 to this Form 3, the reporting person may be deemed to be the beneficial owner thereof. The reporting person disclaims beneficial ownership of OpCo Units in excess of his pecuniary interest therein, if any.

Remarks:

This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-279893) of the Issuer. Exhibit List: Exhibit 24.1 - Power of Attorney