SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Crescent Energy Company (Name of Issuer) |
Class A Common Stock, Par Value $0.0001 per share (Title of Class of Securities) |
44952J104 (CUSIP Number) |
Jennifer Terrell 3230 Camp Bowie Blvd., Suite 800 Fort Worth, TX, 76107 817-509-3958 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
John C. Goff | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF, WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
9,805,786.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Travis Goff | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF, WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
6,639,865.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
2.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
John C. Goff 2010 Family Trust | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
9,039,038.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Goff Capital, Inc. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,228,585.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Goff Family Investments, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
620,844.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Goff MCEP Holdings, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
607,741.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
JCG 2016 Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,925,405.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
JCG 2016 Holdings, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
1,925,405.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
The Goff Family Foundation | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
52,391.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
GFT Strategies, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,471,525.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Goff Focused Strategies LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,471,525.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
GFS Management, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
3,471,525.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
GFS Contango GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
2,028,804.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Goff MCF Partners, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
2,028,804.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
GFS MCEP GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
953,663.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Goff MCEP II, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
953,663.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
GFS Energy GP, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
489,058.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
CUSIP No. | 44952J104 |
1 |
Name of reporting person
Goff Focused Energy Strategies, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
489,058.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Class A Common Stock, Par Value $0.0001 per share | |
(b) | Name of Issuer:
Crescent Energy Company | |
(c) | Address of Issuer's Principal Executive Offices:
600 Travis Street, Ste. 7200, Houston,
TEXAS
, 77002. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends the Statement on Schedule 13D, filed with the Securities and Exchange Commission (the "SEC") on December 16, 2021 (the "Original Statement"), as amended by Amendment No. 1, filed with the Securities and Exchange Commission on May 17, 2024 (such amendment, together with the Original Statement and this Amendment, this "Statement") by the Reporting Persons, with respect to the Class A Common Stock, par value $0.0001 per share (the "Common Stock"), of Crescent Energy Company, a Delaware corporation (the "Issuer"). Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Original Statement.
This Amendment is being filed to reflect the reduction of the percentage beneficially owned by each of the Reporting Persons below 5% solely as a result of dilution due to the issuance of additional shares of Class A Common Stock by the Issuer, including the conversion of all of the Issuer's shares of Class B Common Stock into shares of Class A Common Stock effective as of April 4, 2025, as announced by the Issuer on April 8, 2025.
| ||
Item 2. | Identity and Background | |
(a) | John C. Goff, Travis Goff, John C. Goff 2010 Family Trust, Goff Capital, Inc., Goff Family Investments, LP, Goff MCEP Holdings, LLC, JCG 2016 Management, LLC, JCG 2016 Holdings, LP, The Goff Family Foundation, GFT Strategies, LLC, Goff Focused Strategies LLC, GFS Management, LLC, GFS Contango GP, LLC, Goff MCF Partners, LP, GFS MCEP GP, LLC, Goff MCEP II, LP, GFS Energy GP, LLC, Goff Focused Energy Strategies, LP | |
(b) | 3230 Camp Bowie Blvd. Suite 800, Fort Worth, TX 76107 | |
(c) | The principal business of John C. Goff is investing in and managing securities and real estate assets. The principal business of Travis Goff is serving as an executive of investment companies. | |
(d) | None. | |
(e) | None. | |
(f) | Each of the Reporting Persons, except Family Investments, John C. Goff and Travis Goff, is organized under the laws of the State of Texas. Family Investments is organized under the laws of the State of Delaware. John C. Goff and Travis Goff are citizens of the United States. | |
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented by the addition of the following information:
As compensation in respect of service as Chairman of the Issuer's Board of Directors (the "Board"), the Issuer has granted John C. Goff awards of restricted stock units (RSUs), each representing a contingent right to receive one share of Common Stock that will vest, subject to continued service on the Board, within one year after the applicable date of grant, pursuant to the Issuer's equity compensation plan. In April 2022, April 2023, April 2024 and April 2025, John C. Goff was awarded RSUs representing 9,131 shares, 20,357 shares, 25,492 shares and 19,669 shares of Common Stock, respectively. The awards granted in April 2022, April 2023 and April 2024 have vested as of the date hereof. All RSUs, upon vesting, are settled as shares of Common Stock in the brokerage account of Holdings.
| ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) and (b) of the Statement is hereby amended and restated in its entirety as follows:
(a)-(b)
The following sets forth, as of the date of May 23, 2025, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of May 23, 2025, based on an aggregate of 255,246,489 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 5, 2025.
| |
(b) | Goff Energy is the record holder of 489,058 shares of Common Stock. MCEP II is the record holder of 953,663 shares of Common Stock. Goff MCF is the record holder of 2,028,804 shares of Common Stock. Goff Foundation is the record holder of 52,391 shares of Common Stock. Holdings is the record holder of 1,925,405 shares of Common Stock. Goff MCEP is the record holder of 607,741 shares of Common Stock. Family Investments is the record holder of 620,844 shares of Common Stock. GFS Energy, as general partner to Goff Energy, may be deemed to beneficially own the shares of Common Stock held of record by Goff Energy. GFS MCEP, as general partner to MCEP II, may be deemed to beneficially own the shares of Common Stock held of record by MCEP II. GFS Contango, as general partner to Goff MCF (together with MCEP II and Goff Energy, the "Funds"), may be deemed to beneficially own the shares of Common Stock held of record by Goff MCF. GFS Management, as managing member to GFS Energy, GFS MCEP, and GFS Contango, may be deemed to beneficially own the shares of Common Stock held of record by the Funds. GFS, as managing member to GFS Management, may be deemed to beneficially own the shares of Common Stock held of record by the Funds. GFT, as controlling equity holder of GFS, may be deemed to beneficially own the shares of Common Stock held of record by the Funds. Holdings GP, as general partner to Holdings, may be deemed to beneficially own the shares of Common Stock held of record by Holdings. Goff Capital, as manager to Goff MCEP and general partner to Family Investments, may be deemed to beneficially own the shares of Common Stock held of record by Goff MCEP and Family Investments. Goff Family Trust is the record holder of 2,413,523 shares of Common Stock, and as managing member of GFT and sole shareholder of Goff Capital and Holdings GP, may be deemed to beneficially own the shares of Common Stock held of record by the Funds, Holdings, Goff MCEP, and Family Investments. Travis Goff is the record holder of 14,350 shares of Common Stock. Travis Goff is also the President of Goff Capital, GFS, and Holdings GP. As a result of the foregoing relationships, he may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds, Holdings, Goff MCEP, and Family Investments. John C. Goff is the record holder of 714,357 shares of Common Stock, and as manager of GFS, the sole board member of the Goff Foundation, and the sole trustee of the Goff Family Trust, which is the sole shareholder of Goff Capital and Holdings GP, he may be deemed to beneficially own the shares of Common Stock held of record by the Funds, Goff Foundation, Holdings, Goff MCEP, Family Investments and Goff Family Trust. | |
(c) | Item 5(c) of the Statement is hereby supplemented with the following:
Except as described in this Statement, the Reporting Persons had no transactions in the securities of the Issuer during the past sixty days. | |
(e) | As described above, each of the Reporting Persons ceased to be the beneficial owners of more than 5% of the Issuer's Class A Common Stock as of April 4, 2025 solely as a result of dilution due to the issuance of additional shares of Class A Common Stock by the Issuer, including the conversion of all of the Issuer's shares of Class B Common Stock into shares of Class A Common Stock effective as of April 4, 2025, as announced by the Issuer on April 8, 2025. |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|