Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
LandBridge Company LLC (Name of Issuer) |
Class A Shares (Title of Class of Securities) |
514952100 (CUSIP Number) |
Frank Bayouth 825 Town & Country Lane, Houston, TX, 77024 (713) 351-0702 David P. Oelman 845 Texas Avenue, Suite 4700 Houston, TX, 77002 (713) 758-2222 Michael S. Telle 845 Texas Avenue, Suite 4700 Houston, TX, 77002 (713) 758-2222 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/23/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
LandBridge Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of Class B shares representing limited liability company interests in LandBridge Company LLC (the "Issuer" and such shares, "Class B shares") and an equivalent number of units representing membership interests in DBR Land Holdings LLC ("OpCo" and such units, "OpCo Units"), which together are exchangeable for Class A shares representing limited liability company interests in the Issuer ("Class A shares") on a one-for-one basis pursuant to the Amended and Restated Limited Liability Company Agreement of OpCo, as amended (the "OpCo LLC Agreement"). (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission (the "SEC") on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of
a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy Fund II AIV-VII LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy Fund III AIV-VIII LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy GP II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy GP III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy GP II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
Five Point Energy GP III LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| CUSIP No. | 514952100 |
| 1 |
Name of reporting person
David N. Capobianco | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,241,496.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of Class B shares and an equivalent number of OpCo Units, which together are exchangeable for Class A shares on a one-for-one basis pursuant to the OpCo LLC Agreement. (2) This calculation is based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Person (as defined in Item 2) (assuming that all OpCo Units owned by the Reporting Person were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Shares | |
| (b) | Name of Issuer:
LandBridge Company LLC | |
| (c) | Address of Issuer's Principal Executive Offices:
5555 San Felipe Street, Suite 1200, Houston,
TEXAS
, 77056. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and restates (where indicated) the Schedule 13D originally filed with the SEC on July 3, 2024, as amended on December 23, 2024 (as so amended, the "Schedule 13D"), by the Reporting Persons and relates to the Class A shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment No. 2 is being filed by the Reporting Persons to (i) report the sale of 1,900,000 Class A shares, at a price per share of $75.25 (the "May 2025 Sale"), on May 23, 2025 by LandBridge Holdings LLC ("LandBridge Holdings") pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), through a broker-dealer and (ii) reflect the cancellation of 34,674 OpCo Units and 51,682 OpCo Units (each, together with the cancellation of a corresponding number of Class B shares) held by LandBridge Holdings on February 11, 2025 and April 8, 2025, respectively, in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended December 31, 2024 and March 31, 2025, respectively. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth on the cover pages is incorporated by reference into this Item 5(a). | |
| (b) | The information set forth on the cover pages is incorporated by reference into this Item 5(b). LandBridge Holdings holds 51,241,496 Class B shares and the same number of OpCo Units. The terms of the OpCo LLC Agreement provide each holder of an OpCo Unit, subject to certain limitations, the right (the "Redemption Right") to cause OpCo to acquire all or a portion of its OpCo Units (along with the cancellation of a corresponding number of the Issuer's Class B shares) for, at OpCo's election, (i) Class A shares at a redemption ratio of one Class A share for each OpCo Unit redeemed, subject to conversion rate adjustments for equity splits, dividends and reclassifications and other similar transactions ("applicable conversion rate adjustments"), or (ii) cash in an amount equal to the Cash Election Amount (as defined in the OpCo LLC Agreement) of such Class A shares. As a result, for the purpose of Rule 13d-3 under the Act, LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities may be deemed to be the beneficial owners of an aggregate of 51,241,496 Class A shares. The aggregate number of Class A shares beneficially owned by each of LandBridge Holdings, DNC, the Fund II Entities and the Fund III Entities represents approximately 67.1% of the outstanding Class A shares, based on the quotient obtained by dividing (a) the number of Class A shares beneficially owned by the Reporting Persons (assuming that all OpCo Units owned by the Reporting Persons were redeemed for newly-issued Class A shares on a one-for-one basis) by (b) the sum of (i) 23,255,419 Class A shares outstanding as of May 7, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025, (ii) 1,900,000 Class A shares issued in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares), as further described in Item 5 below, and (iii) the number of Class A shares set forth in clause (a). As of the date hereof, LandBridge Holdings owned (x) all outstanding Class B shares and (y) 67.1% of the outstanding OpCo Units, with the remaining 32.9% of the OpCo Units held by the Issuer. Each of Fund II and Fund III (who collectively own 97.4% of the capital interests of LandBridge Holdings), GP II LP (as sole general partner of Fund II), GP III LP (as sole general partner of Fund III), GP II LLC (as sole general partner of GP II LP), GP III LLC (as sole general partner of GP III LP) and DNC (as the sole member of each of GP II LLC and GP III LLC) may be deemed to be the beneficial owner of the securities beneficially owned by LandBridge Holdings. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D. | |
| (c) | The information set forth in Item 6 of this Amendment No. 2 is hereby incorporated by reference into this Item 5(c). In connection with the May 2025 Sale, LandBridge Holdings (i) received 1,900,000 Class A shares in connection with the redemption of a corresponding number of OpCo Units (together with the cancellation of a corresponding number of Class B shares) and (ii) sold 1,900,000 Class A shares at a price per share of $75.25, pursuant to Rule 144 under the Securities Act through a broker-dealer. Pursuant to the OpCo LLC Agreement, on February 11, 2025, the Issuer cancelled 34,674 OpCo Units (together with the cancellation of a corresponding number of Class B shares) held by LandBridge Holdings in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended December 31, 2024. LandBridge Holdings did not receive any consideration for the cancellation of these shares. Pursuant to the OpCo LLC Agreement, on April 8, 2025, the Issuer cancelled 51,682 OpCo Units (together with the cancellation of a corresponding number of Class B shares) held by LandBridge Holdings in lieu of the payment of a tax distribution by OpCo to the Issuer in excess of the Issuer's current income tax obligation for the three months ended March 31, 2025. LandBridge Holdings did not receive any consideration for the cancellation of these shares. Except as set forth above, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2, has effected any transaction in Class A shares during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended by adding the following: Lock-Up Agreement In connection with the May 2025 Sale, on May 23, 2025, each Reporting Person named herein agreed with Barclays Capital Inc. that it will not offer, sell, contract to sell or otherwise transfer or dispose of, any Class A shares, without, in each case, the prior written consent of Barclays Capital Inc., for a period of 30 days after the date of consummation of the May 2025 Sale (subject to certain exceptions). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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