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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
EON RESOURCES INC. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
40472A102 (CUSIP Number) |
Kirk Pogoloff c/o Pogo Royalty, LLC, 3879 Maple Avenue, Suite 400 Dallas, TX, 75205 2148716812 Bryan Henderson 2001 Ross Avenue, Suite 900, Dallas, TX, 75201 2149536744 Baker Botts L.L.P. 2001 Ross Avenue, Suite 900, Dallas, TX, 75201 2149536744 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/08/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 40472A102 |
| 1 |
Name of reporting person
Pogo Royalty, 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)
OO | ||||||||
| 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
1,571,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 8,10 & 11Pogo Royalty, LLC, a Texas limited liability company ("Pogo Royalty"), directly holds (i) 500,000 shares of Class B common stock, $0.0001 par value per share ("Class B Common Stock"), of EON Resources Inc., a Delaware corporation (the "Issuer"), and an equivalent number of Class B common units (the "OpCo Class B Units") of HNRA Upstream, LLC, a Delaware limited liability company ("OpCo"), which together are exchangeable for shares of Class A common stock, $0.0001 par value per share ("Class A Common Stock") on a one-for-one basis, of the Issuer and (ii) 1,071,897 shares of Class A Common Stock of the Issuer (such shares of Class A Common Stock referenced in (i) and (ii) above, the "Reported Securities").For Box 13Calculated based on an assumed combined total of 9,704,972 shares of common stock outstanding. This assumed combined total outstanding of the Issuer (i) consists of 9,204,972 shares of Class A Common Stock outstanding as of November 7, 2024, as reported on the Issuer's Schedule 14A filed with the Securities and Exchange Commission (the "Commission") on November 13, 2024, and (ii) assumes that all 500,000 shares of Class B Common Stock directly
held by Pogo Royalties (along with an equivalent number of OpCo Class B Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
SCHEDULE 13D
|
| CUSIP No. | 40472A102 |
| 1 |
Name of reporting person
CIC Pogo 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)
OO | ||||||||
| 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
1,571,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For Box 8, 10 & 11CIC Pogo LP, a Delaware limited partnership ("CIC Pogo"), is the controlling member of Pogo Royalty. Pogo Royalty directly holds the Reported Securities (see Footnote 1 on Page 2 above). Therefore, CIC Pogo LP may be deemed to beneficially own all or a portion of the Reported Securities that are directly held by Pogo Royalty. This statement shall not be deemed an admission that CIC Pogo is the beneficial owner of the Reported Securities for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose.For Box 13Calculated based on an assumed combined total of 9,704,972 shares of common stock outstanding. This assumed combined total outstanding of the Issuer (i) consists of 9,204,972 shares of Class A Common Stock outstanding as of November 7, 2024, as reported on the Issuer's Schedule 14A filed with the Commission on November 13, 2024, and (ii) assumes that all 500,000 shares of Class B Common Stock directly held by Pogo Royalties (along with an equivalent number of OpCo Class B Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
SCHEDULE 13D
|
| CUSIP No. | 40472A102 |
| 1 |
Name of reporting person
CIC IV 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)
OO | ||||||||
| 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
1,571,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 8, 10 & 11CIC IV GP LLC, a Delaware limited liability company ("CIC GP"), is the general partner of CIC Pogo, which is the controlling member of Pogo Royalty. Pogo Royalty directly holds the Reported Securities (see Footnote 1 on Page 2 above). Therefore, CIC GP may be deemed to beneficially own all or a portion of the Reported Securities that are directly held by Pogo Royalty. This statement shall not be deemed an admission that CIC GP is the beneficial owner of the Reported Securities for the purposes of Section 13(d) of the Exchange Act, or any other purpose.For Box 13Calculated based on an assumed combined total of 9,704,972 shares of common stock outstanding. This assumed combined total outstanding of the Issuer (i) consists of 9,204,972 shares of Class A Common Stock outstanding as of November 7, 2024, as reported on the Issuer's Schedule 14A filed with the Commission on November 13, 2024, and (ii) assumes that all 500,000 shares of Class B Common Stock directly held by Pogo Royalties (along with an equivalent number of OpCo Class B Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
SCHEDULE 13D
|
| CUSIP No. | 40472A102 |
| 1 |
Name of reporting person
CIC Partners Firm 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)
OO | ||||||||
| 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
1,571,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For Box 8, 10 & 11CIC Partners Firm LP, a Delaware limited partnership ("Firm LP"), is the sole member of CIC GP, which is the general partner of CIC Pogo, which is the controlling member of Pogo Royalty. Pogo Royalty directly holds the Reported Securities (see Footnote 1 on Page 2 above). Therefore, Firm LP may be deemed to beneficially own all or a portion of the Reported Securities that are directly held by Pogo Royalty. This statement shall not be deemed an admission that Firm LP is the beneficial owner of the Reported Securities for the purposes of Section 13(d) of the Exchange Act, or any other purpose.For Box 13Calculated based on an assumed combined total of 9,704,972 shares of common stock outstanding. This assumed combined total outstanding of the Issuer (i) consists of 9,204,972 shares of Class A Common Stock outstanding as of November 7, 2024, as reported on the Issuer's Schedule 14A filed with the Commission on November 13, 2024, and (ii) assumes that all 500,000 shares of Class B Common Stock directly held by Pogo Royalties (along with an equivalent number of OpCo Class B Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
SCHEDULE 13D
|
| CUSIP No. | 40472A102 |
| 1 |
Name of reporting person
CIC Partners Firm 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)
OO | ||||||||
| 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
1,571,897.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For Box 8, 10 & 11CIC Partners Firm GP LLC, a Delaware limited liability company ("CIC Firm GP"), is the general partner of Firm LP, which is the sole member of CIC GP, which is the general partner of CIC Pogo, which is the controlling member of Pogo Royalty. Pogo Royalty directly holds the Reported Securities (see Footnote 1 on Page 2 above). Therefore, CIC Firm GP may be deemed to beneficially own all or a portion of the Reported Securities that are directly held by Pogo Royalty. This statement shall not be deemed an admission that CIC Firm GP is the beneficial owner of the Reported Securities for the purposes of Section 13(d) of the Exchange Act, or any other purpose.For Box 13Calculated based on an assumed combined total of 9,704,972 shares of common stock outstanding. This assumed combined total outstanding of the Issuer (i) consists of 9,204,972 shares of Class A Common Stock outstanding as of November 7, 2024, as reported on the Issuer's Schedule 14A filed with the Commission on November 13, 2024, and (ii) assumes that all 500,000 shares of Class B Common Stock directly held by Pogo Royalties (along with an equivalent number of OpCo Class B Units) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.
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:
EON RESOURCES INC. |
| (c) | Address of Issuer's Principal Executive Offices:
3730 Kirby Drive,, Suite 1200,, Houston,
TEXAS
, 77098. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. The information relating to the beneficial ownership of the shares of Class A Common Stock and Class B Common Stock (together, with the Class A Common Stock, the "Common Stock") as of January 8, 2025, by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. As of January 8, 2025, the Reporting Persons beneficially owned (i) 500,000 shares of Class B common stock, $0.0001 par value per share ("Class B Common Stock"), of the Issuer, and an equivalent number of Class B common units (the "OpCo Class B Units") of HNRA Upstream, LLC, a Delaware limited liability company ("OpCo"), which together are exchangeable for shares of Class A Common Stock on a one-for-one basis, of the Issuer and (ii) 1,071,897 shares of Class A Common Stock of the Issuer. Such number of shares represent 16.2% of the shares of Common Stock outstanding based on 9,704,972 shares of Common Stock outstanding as of November 7, 2024, which number the Company reported in its Schedule 14A, filed with the U.S. Securities and Exchange Commission on November 13, 2024. |
| (c) | Except as set forth below, no Reporting Person or, to the best knowledge of the Reporting Persons, any other person identified below, has effected any transaction in the Common Stock in the 60 days preceding the date hereof.The below reflects transactions in Class A Common Stock effected by Pogo Royalty during the past 60 days. All transactions occurred in the open market pursuant to a Rule 10b5-1 Trading Plan adopted by Pogo Royalty on September 13, 2024:Date : 01/08/25Class A Common Stock Sold: 429,125Weighted Average Trading Price Per Share of Class A Common Stock (1): $1.5208(1) The price reported is a weighted average price. These shares were sold in multiple transactions ranging from $1.50 to $1.59, inclusive. The reporting persons undertake to provide to EON Resources Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 1 to this Schedule D. |
| 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.
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