| Item 1. | |
| (a) | Name of issuer:
Infinity Natural Resources, Inc. |
| (b) | Address of issuer's principal executive offices:
2605 Cranberry Square, Morgantown, West Virginia 26508 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons" and each, a "Reporting Person":
(i) NGP XI US Holdings, L.P., a Delaware limited partnership ("NGP XI US Holdings");
(ii) GFW XI, L.L.C., a Delaware limited liability company ("GFW XI");
(iii) NGP Energy Capital Management, L.L.C., a Texas limited liability company ("NGP ECM"). |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is:
c/o NGP Energy Capital Management, L.L.C.
2850 N. Harwood Street
19th Floor
Dallas, Texas 75201 |
| (c) | Citizenship:
See responses to Item 4 on each of the cover pages. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
456941103 |
| 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: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See responses to Item 9 on each of the cover pages. |
| (b) | Percent of class:
See responses to Item 11 on each of the cover pages. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each of the cover pages.
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| | (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each of the cover pages.
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| | (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each of the cover pages.
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| | (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each of the cover pages.
The shares reported herein are directly held by NGP XI US Holdings. NGP XI Holdings GP L.L.C., a Delaware limited liability company ("NGP XI GP") is the sole general partner of NGP XI US Holdings. NGP Natural Resources XI, L.P., a Delaware limited partnership ("NGP Natural Resources XI"), is the sole member of NGP XI GP. GFW Energy XI, L.P., a Delaware limited partnership ("GFW Energy XI"), is the sole general partner of NGP Natural Resources XI. GFW XI is the sole general partner of GFW Energy XI and has delegated full power and authority to manage GFW Energy XI to NGP ECM.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)