Sec Form 13D Filing - Riley Exploration Group LLC filing for Riley Exploration Permian Inc. (REPX) - 2021-03-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Riley Exploration Permian, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

76665T 102

(CUSIP Number)

Bryan H. Lawrence

Riley Exploration Group, LLC

29 East Reno, Suite 500

Oklahoma City, Oklahoma 73104

(212) 515-2112

Copies to:

Jesse E. Betts

Thompson & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201

(214) 969-1198

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 26, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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).

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CUSIP No. 76665T 102

(1)

On February 26, 2021, Riley Exploration Permian, Inc., formerly Tengasco, Inc. (the “Issuer”) completed a business combination pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020, by and among the Issuer, Antman Sub, LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Issuer (“Merger Sub”), and Riley Exploration – Permian, LLC (“REP”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among the Issuer, Merger Sub and REP (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into REP, with REP continuing as the surviving entity in the merger and a wholly-owned subsidiary of the Issuer (the “Merger”). In connection with the Merger, the Issuer issued shares of the Issuer’s common stock, $0.001 par value per share (the “Common Stock”), to REP’s unitholders, including Riley Exploration Group, LLC (“REXG”), at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split as defined below) in exchange for each common unit of REP held by REP’s unitholders as of the effective time of the Merger (the “Effective Time”). The source of funds for the REP units held by REXG prior to the Merger was provided by its members.

(2)	This amount reflects a 1-for-12 reverse stock split of the Issuer’s Common Stock, effective February 26, 2021 (the “Reverse Stock Split”).

(3)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These shares are held directly by REXG. Pursuant to the terms of the Amended and Restated Limited Liability Agreement of REXG (“REXG LLC Agreement”), Yorktown Energy Partners IV, L.P. (“Yorktown IV”), Yorktown Energy Partners V, L.P. (“Yorktown V”), Yorktown Energy Partners VI, L.P. (“Yorktown VI”), Yorktown Energy Partners VII, L.P. (“Yorktown VII”), Yorktown Energy Partners VIII, L.P. (“Yorktown VIII”), Yorktown Energy Partners IX, L.P. (“Yorktown IX”), and Yorktown X (collectively, “Yorktown”), have the ability to elect a majority of the Board of Managers of REXG. Yorktown IV disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown IV Company LLC is the sole general partner of Yorktown IV. As a result, Yorktown IV Company LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown IV.  The managers of Yorktown IV Company LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta and Robert A. Signorino. Yorktown IV and Yorktown IV Company LLC disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein. The managers of Yorktown IV Company LLC disclaim beneficial ownership of the securities owned by REXG.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)	These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown V disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown V Company LLC is the sole general partner of Yorktown V. As a result, Yorktown V Company LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown V.  The managers of Yorktown V Company LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta and Robert A. Signorino. Yorktown V and Yorktown V Company LLC disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein. The managers of Yorktown V Company LLC disclaim beneficial ownership of the securities owned by REXG.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)	These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VI disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VI Company LP is the sole general partner of Yorktown VI. As a result, Yorktown VI Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown VI. Yorktown VI Company LP disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VI Company LP is the sole general partner of Yorktown VI, and Yorktown VI Associates LLC is the sole general partner of Yorktown VI Company LP. As a result, Yorktown VI Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown VI. The managers of Yorktown VI Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta and Robert A. Signorino. Yorktown VI, Yorktown VI Company LP and Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein. The managers of Yorktown VI Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)	These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VII disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VII Company LP is the sole general partner of Yorktown VII. As a result, Yorktown VII Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown VII. Yorktown VII Company LP disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VII Company LP is the sole general partner of Yorktown VII, and Yorktown VII Associates LLC is the sole general partner of Yorktown VII Company LP. As a result, Yorktown VII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown VII. The managers of Yorktown VII Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta and Robert A. Signorino. Yorktown VII, Yorktown VII Company LP and Yorktown VII Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein. The managers of Yorktown VII Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)	These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VIII disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VIII Company LP is the sole general partner of Yorktown VIII. As a result, Yorktown VIII Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown VIII. Yorktown VIII Company LP disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown VIII Company LP is the sole general partner of Yorktown VIII, and Yorktown VIII Associates LLC is the sole general partner of Yorktown VIII Company LP. As a result, Yorktown VIII Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown VIII. The managers of Yorktown VIII Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence. Yorktown VIII, Yorktown VIII Company LP and Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein. The managers of Yorktown VIII Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)	These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown IX disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown IX Company LP is the sole general partner of Yorktown IX. As a result, Yorktown IX Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown IX. Yorktown IX Company LP disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown IX Company LP is the sole general partner of Yorktown IX, and Yorktown IX Associates LLC is the sole general partner of Yorktown IX Company LP. As a result, Yorktown IX Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown IX. The managers of Yorktown IX Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence. Yorktown IX, Yorktown IX Company LP and Yorktown IX Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein. The managers of Yorktown IX Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)	These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown X disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown X Company LP is the sole general partner of Yorktown X. As a result, Yorktown X Company LP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown X. Yorktown X Company LP disclaims beneficial ownership of the securities owned by REXG in excess of its pecuniary interests therein.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

(1)

On February 26, 2021, the Issuer completed a business combination pursuant to the Merger Agreement, by and among the Issuer, Merger Sub, and REP, as amended. In connection with the Merger, the Issuer issued shares of Common Stock to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the Effective Time.

(2)	This amount reflects the Reverse Stock Split.

(3)

These securities are directly held by REXG. Pursuant to the terms of the REXG LLC Agreement, Yorktown has the ability to elect a majority of the Board of Managers of REXG. Yorktown X Company LP is the sole general partner of Yorktown X, and Yorktown X Associates LLC is the sole general partner of Yorktown X Company LP. As a result, Yorktown X Associates LLC may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the units of REXG owned by Yorktown X. The managers of Yorktown X Associates LLC, who act by majority approval, are Bryan H. Lawrence, W. Howard Keenan, Jr., Peter A. Leidel, Tomás R. LaCosta, Robert A. Signorino and Bryan R. Lawrence. Yorktown X, Yorktown X Company LP and Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by REXG in excess of their pecuniary interests therein. The managers of Yorktown X Associates LLC disclaim beneficial ownership of the securities owned by REXG.

(4)	Based upon an estimated 17,810,470 shares of Common Stock of the Issuer issued and outstanding after the closing of the Merger, which reflects the Reverse Stock Split.

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Item 1. Security and Issuer.

This Schedule 13D relates to the shares of common stock, par value $0.001 per share (“Common Stock”), of Riley Exploration Permian, Inc. (the “Issuer”), whose principal executive offices are located at 29 E. Reno Avenue, Suite 500, Oklahoma City, OK 73104.

Prior to the Merger (as defined below), the Issuer was known as Tengasco, Inc., a Delaware corporation.

Item 2. Identity and Background.

a) This statement is filed by Riley Exploration Group, LLC, a Delaware limited liability company (“REXG”), Yorktown Energy Partners IV, L.P., a Delaware limited partnership (“Yorktown IV”), Yorktown IV Company LLC, a Delaware limited liability company (“Yorktown IV Co”), Yorktown Energy Partners V, L.P., a Delaware limited partnership (“Yorktown V”), Yorktown V Company LLC, a Delaware limited liability company (“Yorktown V Co”), Yorktown Energy Partners VI, L.P., a Delaware limited partnership (“Yorktown VI”), Yorktown VI Company LP, a Delaware limited partnership (“Yorktown VI Co”), Yorktown VI Associates LLC, a Delaware limited liability company (“Yorktown VI Associates”), Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), Yorktown VII Company LP, a Delaware limited partnership (“Yorktown VII Co”), Yorktown VII Associates LLC, a Delaware limited liability company (“Yorktown VII Associates”), Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown VIII”), Yorktown VIII Company LP, a Delaware limited partnership (“Yorktown VIII Co”), Yorktown VIII Associates LLC, a Delaware limited liability company (“Yorktown VIII Associates”), Yorktown Energy Partners IX, L.P., a Delaware limited partnership (“Yorktown IX”), Yorktown IX Company LP, a Delaware limited partnership (“Yorktown IX Co”), Yorktown IX Associates LLC, a Delaware limited liability company (“Yorktown IX Associates”), Yorktown Energy Partners X, L.P., a Delaware limited partnership (“Yorktown X”), Yorktown X Company LP, a Delaware limited partnership (“Yorktown X Co”), and Yorktown X Associates LLC, a Delaware limited liability company (“Yorktown X Associates” and together with Yorktown IV, Yorktown IV Co, Yorktown V, Yorktown V Co, Yorktown VI, Yorktown VI Co, Yorktown VI Associates, Yorktown VII, Yorktown VII Co, Yorktown VII Associates, Yorktown VIII, Yorktown VIII Co, Yorktown VIII Associates, Yorktown IX, Yorktown IX Co, Yorktown IX Associates, Yorktown X and Yorktown X Co, the “Reporting Persons”).

b) The principal business address of REXG is 29 East Reno, Suite 500, Oklahoma City, Oklahoma 73104. The principal business address of each of Yorktown IV, Yorktown IV Co, Yorktown V, Yorktown V Co, Yorktown VI, Yorktown VI Co, Yorktown VI Associates, Yorktown VII, Yorktown VII Co, Yorktown VII Associates, Yorktown VIII, Yorktown VIII Co, Yorktown VIII Associates, Yorktown IX, Yorktown IX Co, Yorktown IX Associates, Yorktown X, Yorktown X Co and Yorktown X Associates is 410 Park Avenue, 20th Floor, New York, New York 10022.

c) The principal business of each of REXG, Yorktown IV, Yorktown V, Yorktown VI, Yorktown VII, Yorktown VIII, Yorktown IX, and Yorktown X is investing in equity securities of energy companies. The principal business of Yorktown IV Co is managing Yorktown IV. Information regarding the executive officers, directors or other control persons of Yorktown IV and Yorktown IV Co are set forth on Schedule 1 attached hereto. The principal business of Yorktown V Co is managing Yorktown V. Information regarding the executive officers, directors or other control persons of Yorktown V and Yorktown V Co are set forth on Schedule 2 attached hereto. The principal business of Yorktown VI Co is managing Yorktown VI. The principal business of Yorktown VI Associates is managing Yorktown VI Co. Information regarding the executive officers, directors or other control persons of Yorktown VI, Yorktown VI Co and Yorktown VI Associates are set forth on Schedule 3 attached hereto, which Schedule is hereby incorporated by reference. The principal business of Yorktown VII Co is managing Yorktown VII. The principal business of Yorktown VII Associates is managing Yorktown VII Co. Information regarding the executive officers, directors or other control persons of Yorktown VII, Yorktown VII Co and Yorktown VII Associates are set forth on Schedule 4 attached hereto, which Schedule is hereby incorporated by reference. The principal business of Yorktown VIII Co is managing Yorktown VIII. The principal business of Yorktown VIII Associates is managing Yorktown VIII Co. Information regarding the executive officers, directors or other control persons of Yorktown VIII, Yorktown VIII Co and Yorktown VIII Associates are set forth on Schedule 5 attached hereto, which Schedule is hereby incorporated by reference. The principal business of Yorktown IX Co is managing Yorktown IX. The principal business of Yorktown IX Associates is managing Yorktown IX Co. Information regarding the executive officers, directors or other control persons of Yorktown IX, Yorktown IX Co and Yorktown IX Associates are set forth on Schedule 6 attached hereto, which Schedule is hereby incorporated by reference. The principal business of Yorktown X Co is managing Yorktown X. The principal business of Yorktown X Associates is managing Yorktown X Co. Information regarding the executive officers, directors or other control persons of Yorktown X, Yorktown X Co and Yorktown X Associates are set forth on Schedule 7 attached hereto, which Schedule is hereby incorporated by reference.

d) None of the Reporting Persons or the persons identified on Schedules 1 through 7 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e) None of the Reporting Persons or the persons identified on Schedules 1 through 7 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

f) All of the persons identified on Schedules 1 through 7 are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Shares of Common Stock of the Issuer were issued to REXG on February 26, 2021, in connection with the closing of a business combination pursuant to an Agreement and Plan of Merger, dated as of October 21, 2020, by and among the Issuer, Antman Sub, LLC, a newly-formed Delaware limited liability company and wholly-owned subsidiary of the Issuer (“Merger Sub”), and Riley Exploration – Permian, LLC (“REP”), as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of January 20, 2021, by and among the Issuer, Merger Sub and REP (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into REP, with REP continuing as the surviving entity in the merger and a wholly-owned subsidiary of the Issuer (the “Merger”). Immediately prior to the closing of the Merger, on February 26, 2021, the Issuer effected a 1-for-12 reverse stock split of its common stock (the “Reverse Stock Split”) and changed its name to “Riley Exploration Permian, Inc.” Unless noted otherwise, all references to share amounts in this Schedule 13D reflect the Reverse Stock Split. In connection with the closing of the Merger, the Issuer issued shares of the Issuer’s Common Stock, to REP’s unitholders, including REXG, at an exchange ratio of approximately 97.796467 shares of Common Stock (as adjusted pursuant to the Reverse Stock Split) in exchange for each common unit of REP held by REP’s unitholders as of the effective time of the Merger.

Prior to the closing of the Merger, REXG owned 573,408 common units. REXG used funds provided by its members to acquire its units in REP. Yorktown IV, Yorktown V, Yorktown VI, Yorktown VII, Yorktown VIII, Yorktown IX and Yorktown X used funds provided by their respective limited partners in order to acquire their units in REXG. Upon consummation of the Merger, after giving effect to the exchange ratios and the Reverse Stock Split, the Reporting Persons now beneficially own 4,677,410 shares of Common Stock of the Issuer.

References to, and descriptions of, the Merger and the Merger Agreement as set forth in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and Plan of Merger, filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2020, and Amendment No. 1 to Agreement and Plan of Merger, filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2021, and both are incorporated herein by reference.

Item 4. Purpose of Transaction.

Item 6 summarizes certain provisions of the Registration Rights Agreement (as defined below) and is incorporated by reference herein.

The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.

In determining from time to time whether to acquire more securities of the Issuer, sell the securities reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including, but not limited to: an ongoing evalu ation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

In addition, the Reporting Persons at any time and from time to time, may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons or their designees to the Issuer’s board of directors may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or encourage such persons to consider or explore extraordinary corporate transactions, such as: a merger; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Issuer’s board of directors.

Except for the matters set forth in Items 3, 5 and the first paragraph of this Item 4, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer.

The information below is based on an estimated total of 17,810,470 shares of Common Stock outstanding as of February 26, 2021, following the Merger and the Reverse Stock Split.

(a) Each of the Reporting Persons beneficially owns an aggregate of 4,677,410 shares of Common Stock of the Issuer, representing 26.2% of the outstanding Common Stock of the Issuer. Each Reporting Person disclaims beneficial ownership of the reported Common Stock except to the extent of such Reporting Person’s pecuniary interest therein, and this statement shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported Common Stock for the purposes of Section 13(d) of the Exchange Act or any other purpose.

(b) REXG directly owns 4,677,410 shares of Common Stock of the Issuer. Yorktown IV, Yorktown V, Yorktown VI, Yorktown VII, Yorktown VIII, Yorktown IX, and Yorktown X (collectively, “Yorktown”) collectively own approximately 94% of REXG. Pursuant to the terms of the Amended and Restated Limited Liability Agreement of REXG (“REXG LLC Agreement”), Yorktown has the ability to elect a majority of the Board of Managers of REXG. Because Yorktown IV Co is the sole general partner of Yorktown IV, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown IV. Yorktown IV and Yorktown IV Co disclaim beneficial ownership of the Issuer’s shares owned by REXG except to the extent of their pecuniary interest therein. Because Yorktown V Co is the sole general partner of Yorktown V, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown V. Yorktown V and Yorktown V Co disclaim beneficial ownership of the Issuer’s shares owned by REXG except to the extent of their pecuniary interest therein. Because Yorktown VI Associates is the sole general partner of Yorktown VI Co, the sole general partner of Yorktown VI, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown VI. Yorktown VI, Yorktown VI Co and Yorktown VI Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein. Because Yorktown VII Associates is the sole general partner of Yorktown VII Co, the sole general partner of Yorktown VII, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown VII. Yorktown VII, Yorktown VII Co and Yorktown VII Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein. Because Yorktown VIII Associates is the sole general partner of Yorktown VIII Co, the sole general partner of Yorktown VIII, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown VIII. Yorktown VIII, Yorktown VIII Co and Yorktown VIII Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein. Because Yorktown IX Associates is the sole general partner of Yorktown IX Co, the sole general partner of Yorktown IX, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown IX. Yorktown IX, Yorktown IX Co and Yorktown IX Associates disclaim beneficial ownership of the shares owned by REXG except to the extent of their pecuniary interest therein. Because Yorktown X Associates is the sole general partner of Yorktown X Co, the sole general partner of Yorktown X, it may be deemed to beneficially own shares of the Issuer based on its relationship with Yorktown X.

(c) Except as otherwise described herein or in any exhibit filed hereunder, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

(d) Except as otherwise described herein, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported on this Schedule 13D.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information provided or incorporated by reference in Item 3 and Item 4 is hereby incorporated by reference herein.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement filed as Exhibit 4.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on December 31, 2020, and is incorporated herein by reference.

The foregoing description of the Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amended and Restated Certificate of Incorporation of the Issuer filed as Exhibit 4.1 to the Issuer’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750, and is incorporated herein by reference.

The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws of the Issuer filed as Exhibit 4.2 to the Issuer’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 1, 2021, Registration No. 333-253750 and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

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.

Date: March 8, 2021