| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Granite Ridge Resources, Inc. [ GRNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/19/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.0001 per share | 01/19/2023 | J(1) | 7,753,396 | D | $0.00 | 7,616,685 | D(3) | |||
| Common Stock, par value $0.0001 per share | 01/19/2023 | J(2) | 5,246,604 | D | $0.00 | 5,198,504 | D(4)(5) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 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 (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pro rata distribution from GREP Holdco II-B Holdings, LLC to its direct and indirect owners. |
| 2. Pro rata distribution from GREP Holdco II, LLC to its direct and indirect owners. |
| 3. These shares are owned directly by GREP Holdco II-B Holdings, LLC ("Holdco II-B") and Grey Rock Energy Partners GP II-B, L.P. ("GP II-B"). Holdco II-B is indirectly controlled Fund II GP. GREP GP II Holdings is the sole general partner of GP II-B. GP II-B is the sole general partner of each of Grey Rock Energy Fund II-B, LP ("Fund II-B") and Grey Rock Energy Fund II-B Holdings, L.P. ("Fund II-B Holdings"). Fund II-B and Fund II-B Holdings are the sole members of Holdco II-B. As a result, Fund II GP, GREP GP II, GREP GP II Holdings, GP II-B, Fund II-B and Fund II-B Holdings may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Granite Ridge common stock owned by Holdco II-B and GP II-B. Fund II GP, GREP GP II, GREP GP II Holdings, GP II-B, Fund II-B and Fund II-B Holdings disclaim beneficial ownership of the Granite Ridge common stock held by Holdco II-B and GP II-B in excess of such entity's pecuniary interest therein. |
| 4. These shares are owned directly by GREP Holdco II, LLC ("Holdco II-A") and Grey Rock Energy Partners GP II-A, L.P. ("GP II-A"). Holdco II-A is indirectly controlled by GREP GP II, LLC ("Fund II GP"). Fund II GP is the sole general partner of Grey Rock Energy Partners GP II, L.P. ("GREP GP II"), which is the sole member of GREP GP II Holdings, LLC ("GREP GP II Holdings"), which is the sole general partner of GP II-A. GP II-A is the sole general partner of Grey Rock Energy Fund II, LP ("Fund II-A"), which is the sole member of Holdco II-A. |
| 5. As a result, (i) Fund II GP, GREP GP II and GREP GP II Holdings may be deemed to share the power to vote or direct the vote or to dispose or direct the disposition of the Granite Ridge Resources, Inc. ("Granite Ridge") common stock owned by Holdco II-A and GP II-A. Fund II GP, GREP GP II and GREP GP II Holdings disclaim beneficial ownership of the Granite Ridge common stock held by Holdco II-A and GP II-A in excess of such entity's pecuniary interest therein. |
| /s/ Emily Fuquay, by power of attorney for GREP GP II, LLC | 01/23/2023 | |
| /s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP II, L.P. | 01/23/2023 | |
| /s/ Emily Fuquay, by power of attorney for GREP GP II Holdings, LLC | 01/23/2023 | |
| /s/ Emily Fuquay, by power of attorney for Grey Rock Energy Partners GP II-B, L.P. | 01/23/2023 | |
| /s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund II-B, LP | 01/23/2023 | |
| /s/ Emily Fuquay, by power of attorney for Grey Rock Energy Fund II-B Holdings, L.P. | 01/23/2023 | |
| /s/ Emily Fuquay, by power of attorney for GREP Holdco II-B Holdings, LLC | 01/23/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||