07/29/2026 | Press release | Distributed by Public on 07/29/2026 16:20
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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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Sheffield Bryan 300 COLORADO STREET, SUITE 1900 AUSTIN, TX 78701 |
X | X | ||
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Sheffield Holdings, LP 300 COLORADO STREET, SUITE 1900 AUSTIN, TX 78701 |
X | |||
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Spraberry Interests, LLC 300 COLORADO STREET, SUITE 1900 AUSTIN, TX 78701 |
X | |||
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Daly Waters Energy, LP 300 COLORADO STREET, SUITE 1900 AUSTIN, TX 78701 |
X | |||
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Formentera Australia Fund I GP, LP 300 COLORADO STREET, SUITE 1900 AUSTIN, TX 78701 |
X | |||
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Formentera Investments LLC 300 COLORADO STREET, SUITE 1900 AUSTIN, TX 78701 |
X | |||
| /s/ Bryan Sheffield | 07/29/2026 | |
| **Signature of Reporting Person | Date | |
| Sheffield Holdings, LP, By: Spraberry Interests, LLC, its general partner, By: /s/ Bryan Sheffield, President | 07/29/2026 | |
| **Signature of Reporting Person | Date | |
| Spraberry Interests, LLC, By: /s/ Bryan Sheffield, Manager | 07/29/2026 | |
| **Signature of Reporting Person | Date | |
| Daly Waters Energy, LP, By: Formentera Australia Fund I GP, LP, its general partner, By: Formentera Investments LLC, its general partner, By: /s/ Bryan Sheffield, Managing Member | 07/29/2026 | |
| **Signature of Reporting Person | Date | |
| Formentera Australia Fund I GP, LP, its general partner, By: Formentera Investments LLC, its general partner, By: /s/ Bryan Sheffield, Managing Member | 07/29/2026 | |
| **Signature of Reporting Person | Date | |
| Formentera Investments LLC, By: /s/ Bryan Sheffield, Managing Member | 07/29/2026 | |
| **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 issued to Sheffield Holdings, LP ("Sheffield Holdings") in exchange for common shares of Falcon Oil & Gas Ltd. ("Falcon") held by Sheffield Holdings, at an exchange ratio of 0.00687 shares of Tamboran Resources Corporation ("Tamboran") common stock for each Falcon common share, pursuant to an Arrangement Agreement, dated as of September 30, 2025, by and among Tamboran, Tamboran (Beetaloo) Pty Ltd, Tamboran Resources Investments Holding Corporation and Falcon, as amended by that certain Amending Agreement dated as of March 31, 2026, (collectively, the "Arrangement Agreement"). The Arrangement Agreement was subject to certain customary closing conditions. The closing conditions were satisfied and the Arrangement Agreement closed on May 28, 2026. No cash purchase price was paid by Sheffield Holdings for the shares of Tamboran common stock received in the exchange. |
| (2) | Represents 2,586,904 securities held directly by Sheffield Holdings, 876,197 securities held directly by Daly Waters Energy, LP ("Daly Waters"), and 183,655 securities held directly by Bryan S. Sheffield Spousal Lifetime Access Trust. Spraberry Interests, LLC ("Spraberry Interests") is the general partner of Sheffield Holdings. Bryan Sheffield is the manager of Spraberry Interests. As a result, each of Mr. Sheffield and Spraberry Interests may be deemed to share beneficial ownership of the shares held directly by Sheffield Holdings. Formentera Australia Fund I GP, LP ("Formentera Australia") is the general partner of Daly Waters. Formentera Investments LLC ("Formentera Investments") is the general partner of Formentera Australia. Bryan Sheffield is the managing member of Formentera Investments. |
| (3) | (Continued from footnote 2) As a result, each of Mr. Sheffield, Formentera Australia and Formentera Investments may be deemed to share beneficial ownership of the shares held directly by Daly Waters. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary interest therein, if any. |