SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Walter James H
(Last) (First) (Middle)
C/O PERMIAN RESOURCES CORPORATION
300 N. MARIENFELD ST., SUITE 1000
(Street)
MIDLAND TX 79701
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Permian Resources Corp [ PR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/06/2024 C(1) 4,000,000 A $0(1) 4,000,000 D
Class A Common Stock 03/06/2024 S(2) 4,000,000 D $15.71(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Units (1) 03/06/2024 C 4,000,000 (1) (1) Class A Common Stock 4,000,000 (1) 9,052,692 D
Common Units (1) (1) (1) Class A Common Stock 2,989,989 2,989,989 I By Investment Partnership(3)
Explanation of Responses:
1. At the request of the reporting person, each Common Unit of Permian Resources Operating, LLC and a corresponding share of Class C common stock of the Issuer may be redeemed for newly-issued shares of Class A common stock of the Issuer on a one-for-one basis. The Common Units do not expire.
2. These shares were sold pursuant to an underwriting agreement, dated March 4, 2024, among the Issuer, the selling stockholders and the underwriter named therein. The shares were sold at a public offering price of $15.76 per share, and the Reporting Person paid an underwriting discount and commission of $0.05 per share, resulting in a net price of $15.71 per share.
3. 2,989,989 Common Units, along with an equal number of corresponding shares of Class C common stock, are held directly by Bedford Family Partners, L.P., an investment partnership controlled by the reporting person.
Remarks:
/s/ Chad W. MacDonald, Attorney-in-fact 03/08/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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