Tom L. Ward - Oct 27, 2023 Form 4 Insider Report for MACH NATURAL RESOURCES LP (MNR)

Role: Officer, Director, Other*, 10%+ Owner
Signature: /s/ Michael E. Reel, as attorney-in-fact for the Reporting Person
Stock symbol: MNR
Transactions as of: Oct 27, 2023
Transactions value $: -$10,632,799
Form type: 4
Date filed: 10/31/2023, 04:30 PM
Previous filing: Oct 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MNR	Common Units	Disposed to Issuer	-$10.3M	-583K	-4.23%	$17.67	13.2M	Oct 27, 2023	Held by Tom L. Ward 1992 Revocable Trust	F1, F2
transaction	MNR	Common Units	Disposed to Issuer	-$328K	-18.6K	-4.23%	$17.67	421K	Oct 27, 2023	Held by Mach Resources LLC	F1, F3
transaction	MNR	Common Units	Award	$0	+111K	+0.81%	$0.00	13.8M	Oct 27, 2023	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 27, 2023, the Issuer used a portion of the net proceeds from the closing of its initial public offering ("IPO") of common units to purchase common units from certain of the Issuer's pre-IPO unitholders, including the Reporting Person, at a price of $17.67 per unit (such price per unit being the price that the Issuer received from the underwriters in the IPO, net of the underwriting discounts and commissions).
F2	The Reporting Person is the Trustee of the Tom L. Ward 1992 Revocable Trust (the "Trust"). By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by the Trust, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F3	The Reporting Person exercises control over Mach Resources LLC ("Mach Resources"). Mach Resources is owned 50.5% by Tom L. Ward through the Trust and 49.5% by WCT Resources LLC which is owned by certain trusts affiliated with Mr. Ward for which an employee of Mach Resources is trustee. By virtue of the relationship, the Reporting Person may be deemed to have or share beneficial ownership of the securities held of record by Mach Resources, but the Reporting Person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F4	The reported securities represent phantom units. Each phantom unit represents the contingent right to receive one common unit of the Issuer upon vesting. The phantom units will vest in three equal installments on each of the first three anniversaries of the grant date, subject in each case to the continued service through such dates.

Remarks:

The Reporting Person is Chief Executive Officer of Mach Natural Resources GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.