| Item 1. | |
| (a) | Name of issuer:
Magnolia Oil & Gas Corp |
| (b) | Address of issuer's principal executive offices:
Nine Greenway Plaza, Suite 1300, Houston, Texas 77046 |
| Item 2. | |
| (a) | Name of person filing:
This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons":
(i) WildFire Energy I LLC;
(ii) Hawkwood HoldCo, L.P.;
(iii) Hawkwood HoldCo GP, LLC;
(iv) Warburg Pincus & Company US, LLC; and
(v) Kayne Anderson Capital Advisors, L.P. |
| (b) | Address or principal business office or, if none, residence:
(i) The address of WildFire Energy I LLC is 920 Memorial City Way, Suite 1400, Houston, TX 77024.
(ii) The address of Hawkwood HoldCo, L.P., Hawkwood HoldCo GP, LLC and Warburg Pincus & Company US, LLC is c/o Warburg Pincus LLC, 450 Lexington Ave, New York, NY 10017.
(iii) The address of Kayne Anderson Capital Advisors, L.P. is 2121 Avenue of the Stars, 9th Floor, Los Angeles, CA 90067. |
| (c) | Citizenship:
See response to row 4 on each cover page hereto. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 |
| (e) | CUSIP No.:
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| 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 response to row 9 on each cover page hereto.
The reported securities are directly held by WildFire Energy I LLC. Hawkwood HoldCo, L.P., Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P., Kayne Anderson Energy Fund VIII, L.P. and certain management individuals hold 100% of the equity interests in WildFire Energy I LLC.
Warburg Pincus & Company US, LLC ("Warburg Pincus") is the general partner of Warburg Pincus Partners II (US), L.P., which is the managing member of Warburg Pincus Partners (E&P) XI LLC, which is the sole member of Warburg Pincus (E&P) XI LLC, which is the general partner of Warburg Pincus (E&P) XI, L.P., which is the general partner of Warburg Pincus Private Equity (E&P) XI - A, L.P., which is the managing member of Hawkwood HoldCo GP, LLC, which is the general partner of Hawkwood HoldCo, L.P., which holds the securities on behalf of various funds and accounts indirectly managed by Warburg Pincus (collectively, the "Warburg Entities").
Kayne Private Energy Income Fund II, L.P., Kayne Private Energy Income Fund II-B, L.P. and Kayne Anderson Energy Fund VIII, L.P. are managed, with discretion to purchase or sell securities, by Kayne Anderson Capital Advisors, L.P. (or controlled affiliates thereof) (collectively, the "Kayne Entities"), as a registered investment adviser.
The Warburg Entities and Kayne Entities jointly control WildFire Energy I LLC. Accordingly, the Warburg Entities and the Kayne Entities may be deemed to share voting and dispositive power with respect to the reported securities.
The filing of this Statement shall not be deemed an admission of beneficial ownership by any of the Reporting Persons for purposes of Section 13(d) or 13(g), or for any other purpose. |
| (b) | Percent of class:
See response to row 11 on each cover page hereto. |
| (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 response to row 5 on each cover page hereto.
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| | (ii) Shared power to vote or to direct the vote:
See response to row 6 on each cover page hereto.
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| | (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on each cover page hereto.
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| | (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on each cover page hereto.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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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(c)