Sec Form 4 Filing - Quinn William J @ Permian Resources Corp - 2024-05-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Quinn William J 2. Issuer Name and Ticker or Trading Symbol Permian Resources Corp [ PR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PEARL ENERGY INVESTMENTS, 2100 MCKINNEY AVE., SUITE 1675 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2024 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class C Common Stock 05/15/2024 05/15/2024 D 22,500,000 D 48,556,620 I See footnote ( 6 ) ( 7 ) Class A Common Stock 05/15/2024 05/15/2024 C 22,500,000 A 22,500,000 I See footnote ( 6 ) ( 7 ) Class A Common Stock 05/15/2024 05/15/2024 S( 3 ) 22,500,000 D $ 16.47 ( 4 ) 0 ( 5 ) I See footnote ( 6 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units ( 1 ) ( 1 ) ( 2 ) 05/15/2024 C 22,500,000 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 22,500,000 ( 1 ) ( 2 ) 48,556,620 I See footnote ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Quinn William J C/O PEARL ENERGY INVESTMENTS 2100 MCKINNEY AVE., SUITE 1675 DALLAS, TX75201 X X Signatures /s/ William J. Quinn 05/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement of Permian Resources Operating, LLC ("PRC"), at the request of theholder, each Common Units of PRC (together with the delivery for no consideration of an equal number of shares of Class C common stock, par value $0.0001 per share ("Class C Common Stock") of the Issuer) may be redeemed, at PRC's election, for an equal number of newly-issued shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer or for cash. The Common Units do not expire. Shares of Class C Common Stock do notrepresent economic interests in the Issuer. ( 2 )On May 15, 2024, Pearl Energy Investments AIV, L.P. ("Pearl AIV") exchanged 16,122,492 Common Units, Pearl Energy Investment GP, L.P. ("Pearl I GP, LP") exchanged 1,125,338 Common Units and Pearl CIII Holdings, L.P. ("Pearl CIII") exchanged 5,252,170 Common Units (each together with the delivery for no consideration of an equal number of shares of Class C Common Stock) for shares of Class A Common Stock. ( 3 )On May 15, 2024, Pearl AIV, Pearl I GP, LP and Pearl CIII sold an aggregate amount of 22,500,000 shares of Class A Common Stock of the Issuer in an underwritten public offering. ( 4 )This amount represents a price to the underwriters of $16.42 per share of Class A Common Stock. The underwriter may offer the shares of Class A Common Stock from time to time in one or more transactions on the NYSE, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. ( 5 )The reported amount gives effect to the transactions reported herein and corrects the number previously reported on the Form 4 filed by the Reporting Person on March 6, 2024. ( 6 )The Common Units reported herein are held directly by Pearl AIV, Pearl I GP, LP and Pearl CIII. Pearl AIV is controlled by Pearl I GP, LP, its general partner. Pearl I GP, LP is controlled by Pearl Energy Investment UGP, LLC ("Pearl UGP"). Pearl CIII is controlled by Pearl Energy Investment II GP, L.P. ("Pearl II GP, LP"), its general partner. Pearl II GP, LP is controlled by Pearl Energy Investment II UGP, LLC ("Pearl II UGP," and together with all of the foregoing entities, the "Pearl Entities"). Pearl UGP and Pearl II UGP are controlled by the Reporting Person. ( 7 )The Reporting Person and each of the Pearl Entities disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission of beneficial ownership of any or all of the reported securities for the purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.