Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. )*
LandBridge Company LLC
(Name of Issuer)
Class A shares representing limited liability company interests
(Title of Class of Securities)
514952100
(CUSIP Number)
July 1, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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| ☒ |
Rule 13d-1(c)
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| ☐ |
Rule 13d-1(d)
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* 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 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.
CUSIP No. 514952100
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1
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NAMES OF REPORTING PERSONS
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HighSage Ventures LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,050,000
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,050,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,050,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0% *
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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* Based on a total of 17,425,000 Class A Shares (as defined herein) outstanding upon closing of the Issuer’s initial public offering of Class A Shares (the “IPO”), which amount consists of (i) 16,675,000 Class A Shares
issued in the IPO and (ii) 750,000 Class A Shares issued in a private placement that closed concurrently with the IPO, each as reported in the Issuer’s final prospectus included in its Registration Statement on Form S-1 (Registration No. 333-279893)
filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 28, 2024 and confirmed in the Issuer’s current report on Form 8-K filed with the Commission on July 3, 2024.
2
CUSIP No. 514952100
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1
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NAMES OF REPORTING PERSONS
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Jennifer Stier
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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1,050,000
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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1,050,000
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,050,000
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0% *
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC
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* Based on a total of 17,425,000 Class A Shares outstanding upon closing of the IPO, which amount consists of (i) 16,675,000 Class A Shares issued in the IPO and (ii) 750,000 Class A Shares issued in a private placement
that closed concurrently with the IPO, each as reported in the Issuer’s final prospectus included in its Registration Statement on Form S-1 (Registration No. 333-279893) filed with the Commission on June 28, 2024 and confirmed in the Issuer’s current
report on Form 8-K filed with the Commission on July 3, 2024.
3
CUSIP No. 514952100
SCHEDULE 13G
| Item 1(a) |
Name of Issuer
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LandBridge Company LLC
| Item 1(b) |
Address of Issuer’s Principal Executive Offices
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5555 San Felipe Street, Suite 1200, Houston, Texas 77056
| Item 2(a) |
Name of Persons Filing
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This statement is filed on behalf of HighSage Ventures LLC and Jennifer Stier (together, the “Reporting Persons”). The Class A Shares reported herein are directly held by certain limited liability
companies managed by HighSage Ventures LLC. Jennifer Stier is the Manager of HighSage Ventures LLC. The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 1.
| Item 2(b) |
Address of Principal Business Office or, if none, Residence
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For each Reporting Person: 200 Clarendon Street, 59th Floor, Boston, MA 02116
| Item 2(c) |
Citizenship or Place of Organization
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HighSage Ventures LLC: Delaware
Jennifer Stier: United States
| Item 2(d) |
Title of Class of Securities
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Class A shares representing limited liability company interests (“Class A Shares”)
| Item 2(e) |
CUSIP Number
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514952100
| Item 3 |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
| Item 4 |
Ownership
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The information requested in this item is incorporated herein by reference to the cover pages to this Schedule 13G.
| Item 5 |
Ownership of Five Percent or Less of a Class
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Not Applicable.
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person
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The Class A Shares reported herein are directly held by certain limited liability companies, each of which has the right to receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, the Class A Shares that it directly owns. Such interests of Kwidnet Holdings LLC exceed 5%.
| Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
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Not Applicable.
| Item 8 |
Identification and Classification of Members of the Group
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Not Applicable.
| Item 9 |
Notice of Dissolution of Group
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Not Applicable.
| Item 10 |
Certification
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By signing below the undersigned certify that, to the best of their 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 such purpose or effect.
4
CUSIP No. 514952100
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: July 11, 2024
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HIGHSAGE VENTURES LLC
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By:
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/s/ Matthew P. O’Connor
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Name:
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Matthew P. O’Connor
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Title:
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Chief Legal Officer
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JENNIFER STIER
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By:
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/s/ Jennifer Stier
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Jennifer Stier
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5
CUSIP No. 514952100
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance
with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: July 11, 2024
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HIGHSAGE VENTURES LLC
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By:
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/s/ Matthew P. O’Connor
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Name:
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Matthew P. O’Connor
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Title:
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Chief Legal Officer
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JENNIFER STIER
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By:
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/s/ Jennifer Stier
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Jennifer Stier
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6