LandBridge Holdings LLC - May 23, 2025 Form 4 Insider Report for LandBridge Co LLC (LB)

Signature
/s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC
Stock symbol
LB
Transactions as of
May 23, 2025
Transactions value $
-$142,975,000
Form type
4
Date filed
5/28/2025, 08:54 PM
Previous filing
Dec 23, 2024

Reporting Owners (8)

Name Relationship Address Signature Signature date CIK
LandBridge Holdings LLC Director, 10%+ Owner C/O LANDBRIDGE COMPANY LLC, 5555 SAN FELIPE STREET, SUITE 1200, HOUSTON /s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC 2025-05-28 0002029175
Five Point Energy Fund II AIV-VII LP Director, 10%+ Owner 825 TOWN & COUNTRY LANE #700, HOUSTON /s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP II LP, the general partner of Five Point Energy Fund II AIV-VII LP 2025-05-28 0002028478
Five Point Energy Fund III AIV-VIII LP Director, 10%+ Owner 825 TOWN & COUNTRY LANE #700, HOUSTON /s/ David N. Capobianco, Chief Executive Officer and Managing Partner of Five Point Energy GP III LP, the general partner of Five Point Energy Fund III AIV-VIII LP 2025-05-28 0002028439
Five Point Energy GP II LP Director, 10%+ Owner 825 TOWN & COUNTRY LANE #700, HOUSTON /s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP 2025-05-28 0002028446
Five Point Energy GP II LLC Director, 10%+ Owner 825 TOWN & COUNTRY LANE #700, HOUSTON /s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC 2025-05-28 0002028396
Five Point Energy GP III LP Director, 10%+ Owner 825 TOWN & COUNTRY LANE #700, HOUSTON /s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP 2025-05-28 0002028366
Five Point Energy GP III LLC Director, 10%+ Owner 825 TOWN & COUNTRY LANE #700, HOUSTON /s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC 2025-05-28 0002028367
Capobianco David N Director, 10%+ Owner C/O LANDBRIDGE COMPANY LLC, 5555 SAN FELIPE STREET, SUITE 1200, HOUSTON /s/ David N. Capobianco 2025-05-28 0001298438

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LB Class B shares Other $0 -1.9M -3.58% $0.00 51.2M May 23, 2025 Direct F1, F2, F3, F4, F5
transaction LB Class A shares Conversion of derivative security $0 +1.9M $0.00 1.9M May 23, 2025 Direct F1, F2, F4, F5
transaction LB Class A shares Sale -$143M -1.9M -100% $75.25 0 May 23, 2025 Direct F2, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LB DBR Land Holdings LLC Units Conversion of derivative security $0 -1.9M -3.58% $0.00 51.2M May 23, 2025 Class A Shares 1.9M Direct F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Amended and Restated Limited Liability Company Agreement of DBR Land Holdings LLC ("OpCo"), each unit representing membership interests in OpCo ("OpCo Units") (together with the delivery for no consideration of an equal number of Class B shares representing limited liability company interests ("Class B Shares") in LandBridge Company LLC (the "Issuer")) may be redeemed for an equal number of newly issued Class A shares representing limited liability company interests in the Issuer ("Class A Shares") or for cash, at the Issuer's election, subject to satisfaction of certain requirements. OpCo Units do not expire. Class B Shares do not represent economic interests in the Issuer.
F2 In connection with the sale by the Reporting Person pursuant to Rule 144 of the Securities Act of 1933, as amended, through a broker-dealer, on May 23, 2025, the Reporting Person (i) redeemed 1,900,000 OpCo Units (together with the cancellation of 1,900,000 Class B Shares) for 1,900,000 Class A Shares and (ii) sold 1,900,000 Class A Shares at a price per share of $75.25.
F3 Reflects 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) 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. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date.
F4 The Reporting Person is controlled by a board of managers consisting of five members. Five Point Energy Fund II AIV-VII LP, a Delaware limited partnership ("Fund II") and Five Point Energy Fund III AIV-VIII LP, a Delaware limited partnership ("Fund III"), collectively own 97.4% of the capital interests of the Reporting Person and have the right to appoint a majority of the members of the board of managers of the Reporting Person. Five Point Energy GP II LP, a Delaware limited partnership ("GP II LP") is the sole general partner of Fund II. Five Point Energy GP II LLC, a Delaware limited liability company ("GP II LLC") is the sole general partner GP II LP. Five Point Energy GP III LP, a Delaware limited partnership ("GP III LP") is the sole general partner of Fund III.
F5 (Continued from footnote 4) Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. Each of GP II LLC and GP III LLC is controlled by David N. Capobianco as each respective entity's sole member. As a result of the foregoing, Mr. Capobianco may exercise voting and dispositive power over the Class B Shares held by the Reporting Person and may be deemed to be the beneficial owner thereof. Mr. Capobianco disclaims beneficial ownership of OpCo Units and Class B Shares in excess of his pecuniary interest therein, if any.

Remarks:

Pursuant to a Shareholder Agreement between the Issuer and the Reporting Person, the Reporting Person has the right to designate a majority of the members of the Board of Directors of the Issuer. As a result, the Reporting Persons constitute "directors by deputization" with respect to the Issuer.