09/17/2025 | Press release | Distributed by Public on 09/17/2025 16:34
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
WBI Operating LLC Units | (3) | (3) | Class A Shares | 17,757,225 | (3) | I | See Footnote(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DEVON ENERGY CORP/DE 333 W. SHERIDAN AVENUE OKLAHOMA CITY, OK 73102 |
X | |||
WPX ENERGY, INC. 333 W. SHERIDAN AVENUE OKLAHOMA CITY, OK 73102 |
X |
/s/ Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer of Devon Energy Corporation | 09/17/2025 | |
**Signature of Reporting Person | Date | |
/s/ Jeffrey L. Ritenour, Executive Vice President and Chief Financial Officer of WPX Energy, Inc. | 09/17/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | In connection with the closing of the initial public offering (the "IPO") of the Class A shares representing limited liability company interests in WaterBridge Infrastructure LLC, a Delaware limited liability company (the "Company" and such shares, "Class A shares"), and pursuant to certain reorganizational transactions, Devon WB Holdco L.L.C. ("Devon Holdco") will (i) make a capital contribution to the Company in exchange for 17,757,225 Class B shares of the Company representing limited liability company interests ("Class B Shares") and (ii) receive 17,757,225 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units"). |
(2) | Represents securities directly held by Devon Holdco, which is an indirect wholly-owned subsidiary of Devon Energy Corporation ("Devon"). Devon is a public company and owns 100% of the outstanding common stock of WPX Energy, Inc. ("WPX"). WPX owns 100% of the limited liability company interests of WPX Energy Permian, LLC ("WPX Permian"). WPX Permian owns 100% of the limited liability company interests of Devon Holdco. Each of Devon, WPX and WPX Permian disclaims beneficial ownership of the securities owned by Devon Holdco in excess of their respective pecuniary interest therein. |
(3) | 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 OpCo limited liability company agreement (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. |