| 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, F4, F5, F6 |
| 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 | F5, F7 |
| Id | Content |
|---|---|
| F1 | In connection with the closing of the initial public offering (the "IPO") of the Class A shares representing limited liability company interests in LandBridge Company LLC, a Delaware limited liability company (the "Company" and such shares, the "Class A shares") and the concurrent private placement of Class A shares, (i) LandBridge Holdings LLC ("LandBridge Holdings") will be formed and (ii) pursuant to a Master Reorganization Agreement, (a) LandBridge Holdings will make a capital contribution to Company in exchange for 57,901,603 of the Company's Class B shares representing limited liability company interests (the "Class B shares") and (b) LandBridge Holdings will receive 57,901,603 common units representing limited liability company interests ("OpCo Units") of DBR Land Holdings LLC, a Delaware limited liability company. |
| F2 | (Continued from footnote 1) This Form 3 is jointly filed by Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II"), Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP"), Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC"), Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP"), Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC"), and David N. Capobianco in order to satisfy the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). LandBridge Holdings is not included as a reporting person, because it does not exist as of the date of this filing, but its expected beneficial ownership of Class B shares and OpCo Units after the closing of the transactions described above are included herein. |
| F3 | Includes 57,901,603 Class B shares that will be directly held by LandBridge Holdings, which will be controlled by a board of managers consisting of five members, upon the closing of the IPO. Fund II and Fund III, which will collectively own 97.4% of the capital interests of LandBridge Holdings, will have the right to appoint a majority of the members of the board of managers of LandBridge Holdings. GP II LP is the sole general partner of Fund II. GP II LLC is the sole general partner GP II LP. GP III LP is the sole general partner of Fund III. 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. |
| F4 | (Continued from footnote 3) 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. |
| F5 | 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 Company 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 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. |
| F6 | In connection with the closing of the IPO, LandBridge Holdings and the Company are expected to enter into a Shareholder's Agreement, pursuant to which the Company will grant LandBridge Holdings the right to designate a majority of the members of the board of directors of the Company. As a result, Reporting Persons constitute "directors by deputization" with respect to the Company. |
| F7 | Includes an expected 57,901,603 OpCo Units that will be directly held by LandBridge Holdings, of which, as described in Footnotes 3 and 4 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. |