Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended as follows:
(a)– (b) The information relating to the beneficial ownership of the Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of
the cover pages hereto is incorporated by reference herein and is as of the date hereof. Such information assumes there are 198,172,372 shares of Common Stock outstanding as of August 6, 2024, as reported on the Issuer’s Quarterly
Report on Form 10-Q filed with the SEC on August 6, 2024.
The securities reported
herein were previously received by the Reporting Persons pursuant to a distribution by Stronghold Energy II Operating, LLC (“Stronghold OpCo”) to its members on March 4, 2024, as disclosed in Amendment No. 3. On
September 18, 2024, certain of the Reporting Persons sold an aggregate of 6,200,000 shares of Common Stock at a price of $1.64 per share pursuant to Rule 144 under the Securities Act of 1933 (the “Rule 144 Sale”), including:
1,750,260 shares sold by Warburg Pincus Energy (E&P)-A, L.P.; 1,116,930 shares sold by WP Energy Stronghold Holdings, L.P.; 91,450 shares sold by WP Energy Partners Stronghold Holdings, L.P.; 105,710
shares sold by Warburg Pincus Energy (E&P) Partners-A, L.P.; 35,650 shares sold by Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC; 1,132,895 shares sold
by Warburg Pincus Private Equity (E&P) XII (A), L.P.; 27,187 shares sold by Warburg Pincus Private Equity (E&P) XII-D (A), L.P.; 41,137 shares sold by Warburg Pincus Private Equity (E&P) XII-E (A), L.P.; 74,090 shares sold by WP XII (E&P) Partners (A), L.P.; 1,616,309 shares sold by WP XII Stronghold Holdings, L.P.; 190,650 shares sold by Warburg Pincus XII (E&P) Partners-1, L.P.; and 17,732 shares sold by Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC.
Following the Rule 144 Sale, the shares of Common Stock are directly held as follows: 11,269,598 shares held by Warburg Pincus Energy (E&P)-A, L.P.; 7,191,704 shares held by WP Energy Stronghold Holdings, L.P.; 588,829 shares held by WP Energy Partners Stronghold Holdings, L.P.; 680,647 shares held by Warburg Pincus Energy (E&P) Partners-A, LP; 229,544 shares held by Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC; 7,294,499 shares held by Warburg Pincus Private Equity (E&P) XII (A),
L.P.; 175,052 shares held by Warburg Pincus Private Equity (E&P) XII-D (A), L.P.; 264,873 shares held by Warburg Pincus Private Equity (E&P) XII-E (A), L.P.;
477,052 shares held by WP XII (E&P) Partners (A), L.P.; 10,407,112 shares held by WP XII Stronghold Holdings, L.P.; 1,227,560 shares held by Warburg Pincus XII (E&P) Partners-1, L.P.; and 114,173
shares held by Warburg Pincus XII (E&P) Partners-2 Stronghold, LLC.
Warburg Pincus is the
general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus (E&P) Energy LLC and Warburg Pincus (E&P) XII LLC. Warburg Pincus (E&P) Energy LLC is the general partner of Warburg Pincus
(E&P) Energy GP, L.P., which is the general partner of Warburg Pincus Energy (E&P)-A, L.P., WP Energy Stronghold Holdings, L.P., WP Energy Partners Stronghold Holdings, L.P., Warburg Pincus Energy
(E&P) Partners-A, L.P., and Warburg Pincus Energy (E&P) Partners-B, L.P. Warburg Pincus Energy (E&P) Partners-B, L.P.
is the managing member of Warburg Pincus Energy (E&P) Partners-B Stronghold, LLC. Warburg Pincus (E&P) XII LLC is the general partner of Warburg Pincus (E&P) XII, L.P., which is the general partner
of Warburg Pincus XII (E&P) Partners-1, L.P., Warburg Pincus XII (E&P) Partners-2, L.P., WP XII Stronghold Holdings, L.P., WP XII (E&P) Partners (A), L.P.,
WP XII (E&P) Partners (B), L.P., Warburg Pincus Private Equity (E&P) XII (A), L.P., Warburg Pincus Private Equity (E&P) XII-D (A), L.P., and Warburg Pincus Private Equity (E&P) XII-E (A), L.P. Warburg Pincus XII (E&P) Partners-2, L.P. is the managing member of Warburg Pincus XII (E&P) Partners-2
Stronghold, LLC (Warburg Pincus and the other entities listed in this paragraph, collectively, the “Warburg Entities”). In such capacities, each of the Warburg Entities may be deemed to beneficially own the reported securities.
Pursuant to a Director Nomination Agreement, dated August 31, 2022, by and between , among others, the Issuer and Stronghold OpCo, Stronghold
OpCo and its permitted transferees have the right to designate two directors to serve on the board of directors of the Issuer, subject to certain approval rights of the Issuer. One of the designated directors, Roy Ben-Dor, is a managing director of
Warburg Pincus.
Each of the Reporting Persons and Roy Ben-Dor disclaims beneficial ownership of the securities reported herein (except
for such securities directly held by such Reporting Person) and this report shall not be deemed an admission that the Reporting Persons or Roy Ben-Dor are the beneficial owners of such securities for purposes of Section 13 or for any other
purposes.
(c) Except for the Rule 144 Sale, the Reporting Persons have not effected any transactions related to the Common Shares in the past 60
days.
(d) None.
(e) None.
Item 7. Materials to be Filed as Exhibits.
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| Exhibit I |
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Joint Filing Agreement amongst the Reporting Persons hereto, dated as of September 20, 2024. |
