Amended Statement of Ownership (sc 13g/a)
June 01 2023 - 3:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Gulf
Coast Ultra Deep Royalty Trust
(Name of Issuer)
Royalty
Trust Units
(Title of Class of Securities)
40222T104
(CUSIP Number)
May
30, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which
this Schedule Is Filed:
|
¨ |
Rule 13d-1(b) |
|
x |
Rule 13d-1(c) |
|
¨ |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1. |
Names
of Reporting Persons
Magnolia Oil & Gas Corporation
|
2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a)
¨ (b)
x
|
3. |
SEC
Use Only |
4. |
Citizenship
or Place of Organization
Delaware
|
Number
of Shares
Beneficially Owned
By Each Reporting
Person With |
5. |
Sole
Voting Power
0
|
6. |
Shared
Voting Power
0
|
7. |
Sole
Dispositive Power
0
|
8. |
Shared
Dispositive Power
0
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ |
11. |
Percent
of Class Represented by Amount in Row (9)
0.0%
|
12. |
Type
of Reporting Person (See Instructions)
CO
|
|
|
|
|
Item 1(a). |
Name of Issuer: |
|
|
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Gulf Coast Ultra Deep Royalty Trust |
|
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
|
|
|
The Bank of New York Mellon Trust Company, N.A., as trustee, Institutional Trust Services, 919 Congress Avenue, Suite 500, Austin,
Texas 78701 |
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|
Item 2(a). |
Names of Person Filing: |
|
|
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Magnolia Oil & Gas Corporation |
|
|
Item 2(b). |
Address of the Principal Business Office or, if None,
Residence: |
|
|
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Nine Greenway Plaza, Suite 1300, Houston, TX 77046 |
|
|
Item 2(c). |
Citizenship: |
|
|
|
Delaware |
|
|
Item 2(d). |
Title of Class of Securities: |
|
|
|
Royalty Trust Units |
|
|
Item 2(e). |
CUSIP Number: |
|
|
|
40222T104 |
|
|
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a(n): |
|
|
|
Not Applicable. |
|
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Item 4. |
Ownership. |
|
|
|
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for the reporting person and is incorporated
herein by reference. |
|
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Item 5. |
Ownership of Five Percent or Less of a Class. |
|
|
|
If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following x. |
|
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person. |
|
|
|
Not Applicable. |
Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
|
|
|
The information in items 1 through
11 on the cover pages to this Schedule 13G, including the notes thereto, is incorporated by reference. |
|
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Item 8. |
Identification and Classification of Members of the
Group. |
|
|
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Not Applicable. |
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Item 9. |
Notice of Dissolution of Group. |
|
|
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Not Applicable. |
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Item 10. |
Certification |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 1, 2023
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MAGNOLIA OIL & GAS CORPORATION |
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By: |
/s/ Timothy D. Yang |
|
Name: |
Timothy D. Yang |
|
Title: |
Executive Vice President,
General Counsel, Corporate Secretary & Land |
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