12/18/2025 | Press release | Distributed by Public on 12/18/2025 17:54
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PT Independence Energy Holdings LLC C/O LIBERTY MUTUAL INSURANCE 175 BERKELEY STREET BOSTON, MA 02116 |
X | X | ||
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Liberty Energy Holdings, LLC 175 BERKELEY STREET BOSTON, MA 02116 |
X | X | ||
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LIBERTY MUTUAL HOLDING Co INC. 175 BERKELEY STREET BOSTON, MA 02116 |
X | X | ||
| PT INDEPENDENCE ENERGY HOLDINGS LLC, By: Brandi Kendall, Title: Vice President | 12/18/2025 | |
| **Signature of Reporting Person | Date | |
| LIBERTY ENERGY HOLDINGS, LLC, By: Vlad Barbalat, Title: Executive Vice President | 12/18/2025 | |
| **Signature of Reporting Person | Date | |
| LIBERTY MUTUAL HOLDING COMPANY INC., By: Vlad Barbalat, Title: Executive Vice President | 12/18/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares were transferred by PT Independence Energy Holdings LLC (the "PT Reporting Person") through Liberty Energy Holdings, LLC ("LEH") and Liberty Mutual Insurance Company to Liberty Mutual Foundation Inc. (the "Foundation"). As a result of such transfer, the PT Reporting Person no longer owns any shares. LEH may be deemed to beneficially own the shares held by the Foundation due to their common control but have no pecuniary interest in such shares. |
| (2) | Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of PT Reporting Person, LEH has the sole right to vote or dispose of the shares of Class A Common Stock held by the PT Reporting Person. Therefore, LEH is deemed to have beneficial ownership of such shares of Class A Common Stock. The sole member of LEH is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes. |
| (3) | (Continued from Footnote 2) Each of PT Reporting Person, LEH, Liberty Mutual, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the "Record Holders") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of some or all of the equity interests referred to in note 5 owned by the Record Holders. |
| (4) | (Continued from Footnote 3) Each Record Holder disclaims beneficial ownership of such equity interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Record Holders are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
| (5) | Bevin Brown is an officer of LEH and serves on the Board of Directors of Crescent Energy Company (the "Issuer") as a nominee of the PT Reporting Person. The Issuer previously granted to Ms. Brown pursuant to the Crescent Energy Company 2021 Equity Incentive Plan, in her capacity as a director of the Issuer, and to another officer of LEH who previously served on the Board of Directors of the Issuer as a nominee of the PT Reporting Person, restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock. Ms. Brown and such other LEH officer have agreed that they will not receive any separate compensation for serving as a director of the Issuer and will transfer to LEH any director compensation received from the Issuer, including any shares received in settlement of the RSUs. |
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Remarks: Each of the foregoing entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
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