08/11/2026 | Press release | Distributed by Public on 08/11/2026 19:49
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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 | ||||||||
| DBR Land Holdings LLC Units(1) | (1) | 08/07/2026 | C(1)(2) | 1,250,000 | (1) | (1) | Class A Shares | 1,250,000 | $ 0 (1) | 47,168,908(3) | D(4)(5) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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LandBridge Holdings LLC C/O LANDBRIDGE COMPANY LLC 5555 SAN FELIPE STREET, SUITE 1200 HOUSTON, TX 77056 |
X | X | ||
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Five Point Energy Fund II AIV-VII LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX 77024 |
X | X | ||
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Five Point Energy Fund III AIV-VIII LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX 77024 |
X | X | ||
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Five Point Energy GP II LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX 77024 |
X | X | ||
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Five Point Energy GP II LLC 825 TOWN & COUNTRY LANE #700 HOUSTON, TX 77024 |
X | X | ||
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Five Point Energy GP III LP 825 TOWN & COUNTRY LANE #700 HOUSTON, TX 77024 |
X | X | ||
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Five Point Energy GP III LLC 825 TOWN & COUNTRY LANE #700 HOUSTON, TX 77024 |
X | X | ||
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Capobianco David N C/O LANDBRIDGE COMPANY LLC 5555 SAN FELIPE STREET, SUITE 1200 HOUSTON, TX 77056 |
X | X | ||
| /s/ Jason Long, Chief Executive Officer of LandBridge Holdings LLC | 08/11/2026 | |
| **Signature of Reporting Person | Date | |
| /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 | 08/11/2026 | |
| **Signature of Reporting Person | Date | |
| /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 | 08/11/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Capobianco, sole member of Five Point Energy GP II LLC, the general partner of Five Point Energy GP II LP | 08/11/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Capobianco, the sole member of Five Point Energy GP II LLC | 08/11/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Capobianco, sole member of Five Point Energy GP III LLC, the general partner of Five Point Energy GP III LP | 08/11/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Capobianco, the sole member of Five Point Energy GP III LLC | 08/11/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ David N. Capobianco | 08/11/2026 | |
| **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) | 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. |
| (2) | 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 August 7, 2026, the Reporting Person (i) redeemed 1,250,000 OpCo Units (together with the cancellation of 1,250,000 Class B Shares) for 1,250,000 Class A Shares and (ii) sold 1,250,000 Class A Shares at a price per share of $75.05. |
| (3) | Reflects the cancellation of 73,141 OpCo Units and 102,987 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 March 31, 2026 and June 30, 2026, respectively. The number of cancelled OpCo Units was determined based on the Class A Share price as of the tax distribution date. |
| (4) | 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 77.0% 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. Five Point Energy GP III LLC, a Delaware limited liability company ("GP III LLC") is the sole general partner of GP III LP. |
| (5) | (Continued from footnote 4) 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. |
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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. |
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