UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G
(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

 

Pioneer Natural Resources Company
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
723787107
(CUSIP Number)
 
December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨        Rule 13d-1(b)

x       Rule 13d-1(c)

¨        Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Double Eagle Energy Holdings III LLC

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

OO

 

* Rounds to less than 0.1%.

 

Page2 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

ANRP II Double Eagle Energy Holdings III L.P.

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

PN

 

* Rounds to less than 0.1%.

 

Page3 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

AP VIII Double Eagle Energy Holdings III, L.P.

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

PN

 

* Rounds to less than 0.1%.

 

Page4 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Apollo Commodities Management, L.P., with respect to Series IV thereof

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

PN

 

* Rounds to less than 0.1%.

 

Page5 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Apollo Commodities Management GP, LLC

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

OO

 

* Rounds to less than 0.1%.

 

Page6 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Apollo Management Fund VIII, L.P.

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

PN

 

* Rounds to less than 0.1%.

 

Page7 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

AIF VIII Management, LLC

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

OO

 

* Rounds to less than 0.1%.

 

Page8 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Apollo Management, L.P.

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

PN

 

* Rounds to less than 0.1%.

 

Page9 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Apollo Management GP, LLC

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

OO

 

* Rounds to less than 0.1%.

 

Page10 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Apollo Management Holdings, L.P.

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

PN

 

* Rounds to less than 0.1%.

 

Page11 of 19

 

CUSIP No. 723787107    

 

1 

Name of Reporting PersonS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Apollo Management Holdings GP, LLC

 

2 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ¨

 

(b) ¨

3 

SEC USE ONLY

 

 
4 

CITIZENship or place of organization

 

Delaware

 

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
5 

sole voting power

 

0 shares of common stock

 

6 

shared voting power

 

54,682 shares of common stock

 

7 

sole dispositive power

 

0 shares of common stock

 

8 

shared dispositive power

 

54,682 shares of common stock

 

9 

aggregate amount beneficially owned by each reporting person

 

54,682 shares of common stock

 

10 

check box if the aggregate amount in row (9) excludes certain shares (See Instructions)        

¨

 

 

11 

percent of class represented by amount in row (9)

 

0.0%*

 

12 

type of reporting person (See Instructions)

 

CO

 

* Rounds to less than 0.1%.

 

Page12 of 19

 

 

Item 1.(a)            Name of Issuer

 

Pioneer Natural Resources Company (the “Issuer”)

 

(b)Address of Issuer’s Principal Executive Offices

 

100 E. Pratt Street 

Baltimore, MD 21202

 

Item 2.(a)            Name of Person Filing

 

This statement is filed by (i) Double Eagle Energy Holdings III LLC (“Double Eagle Holdings”); (ii) AP VIII Double Eagle Energy Holdings, L.P. (“AP VIII”); (iii) ANRP II Double Eagle Energy Holdings III, L.P. (“ANRP”); (iv) Apollo Commodities Management, L.P., with respect to Series IV thereof (“Commodities Management”); (v) Apollo Commodities Management GP, LLC (“Commodities GP”); (vi) Apollo Management VIII, L.P. (“Management VIII”), (vii) AIF VIII Management, LLC (“AIF VIII LLC”), (viii) Apollo Management, L.P. (“Apollo Management”), (ix) Apollo Management GP, LLC (“Apollo Management GP”), (x) Apollo Management Holdings, L.P. (“Management Holdings”), and (xi) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

 

Double Eagle Holdings has investment and voting discretion over 54,682 shares of Common Stock held in escrow as an indemnity holdback. AP VIII and ANRP are members of Double Eagle Holdings with the right to appoint directors to its board of directors representing a majority of the votes of the directors. Commodities Management is the investment manager of ANRP. Commodities GP is the general partner of Commodities Management. Management VIII serves as the investment manager of AP VIII. AIF VIII LLC serves as the general partner of Management VIII. Apollo Management serves as the sole member and manager of AIF VIII LLC, and Apollo Management GP serves as the general partner of Apollo Management. Management Holdings serves as the sole member and manager of Apollo Management GP and Commodities GP. Management Holdings GP serves as the general partner of Management Holdings.

 

(b)Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 43rd Floor, New York, New York 10019.

 

(c)Citizenship

 

Double Eagle Holdings, Commodities GP, AIF VIII LLC, Apollo Management GP and Management Holdings GP are each Delaware limited liability companies. AP VIII, ANRP, Commodities Management, Management VIII, Apollo Management and Management Holdings are each Delaware limited partnerships.

 

Page13 of 19

 

(d)Title of Class of Securities

 

Common stock, $0.01 par value per share (the “Common Stock”).

 

(e)CUSIP Number

 

723787107

 

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4.Ownership.

 

Beneficial ownership information is reported as of the date of filing of this Schedule 13G. Beneficial ownership reported herein includes 54,682 shares of Common Stock currently held in an escrow account.

 

(a)Amount beneficially owned:

 

Double Eagle Holdings   54,682   
AP VIII   54,682   
ANRP   54,682   
Commodities Management   54,682   
Commodities GP   54,682   
Management VIII   54,682   
AIF VIII LLC   54,682   
Apollo Management   54,682   
Apollo Management GP   54,682   
Management Holdings   54,682   
Management Holdings GP   54,682   

 

AP VIII, ANRP, Commodities Management, Commodities GP, Management VIII, AIF VIII LLC, Apollo Management, Apollo Management GP, Management Holdings, and Management Holdings GP, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this filing, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

Page14 of 19

 

(b)Percent of class:

 

Double Eagle Holdings   0.0%*  
AP VIII   0.0%*  
ANRP   0.0%*  
Commodities Management   0.0%*  
Commodities GP   0.0%*  
Management VIII   0.0%*  
AIF VIII LLC   0.0%*  
Apollo Management   0.0%*  
Apollo Management GP   0.0%*  
Management Holdings   0.0%*  
Management Holdings GP   0.0%*  
        
* Rounds to less than 0.1%.       

 

The percentages are based on 244,133,701 shares of Common Stock outstanding as of November 3, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 5, 2021.

 

(c)Number of shares as to which the person has:

 

(i)Sole power to vote or to direct the vote:

 

0 for all Reporting Persons

 

(ii)Shared power to vote or to direct the vote:

 

Double Eagle Holdings   54,682   
AP VIII   54,682   
ANRP   54,682   
Commodities Management   54,682   
Commodities GP   54,682   
Management VIII   54,682   
AIF VIII LLC   54,682   
Apollo Management   54,682   
Apollo Management GP   54,682   
Management Holdings   54,682   
Management Holdings GP   54,682   

 

(iii)Sole power to dispose or to direct the disposition of:

 

0 for all Reporting Persons

 

(iv)Shared power to dispose or to direct the disposition of:

 

Double Eagle Holdings   54,682   
AP VIII   54,682   
ANRP   54,682   
Commodities Management   54,682   
Commodities GP   54,682   
Management VIII   54,682   
AIF VIII LLC   54,682   
Apollo Management   54,682   
Apollo Management GP   54,682   
Management Holdings   54,682   
Management Holdings GP   54,682   

 

Page15 of 19

 

Item 5.Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certification.

 

By signing below I certify that, to the best of my 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

[The remainder of this page is intentionally left blank.]

 

Page16 of 19

 

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.

 

Date: February 11, 2022

 

  Double Eagle Energy HoldingS III LLC
     
By: ANRP II Double Eagle Energy Holdings III, L.P.
a member
     
  By: Apollo ANRP Advisors II (APO DC), L.P.,
its general partner
   
    By: Apollo ANRP Advisors II (APO DC-GP), LLC,
its general partner
 
      By: /s/ James Elworth  
      Name: James Elworth
        Title: Vice President
 
  AP VIII Double Eagle Energy Holdings III,
L.P.
     
By: Apollo Advisors VIII (APO DC), L.P.,
its general partner
     
    By: Apollo Advisors VIII (APO DC-GP), LLC,
its general partner
     
      By:  /s/ James Elworth
      Name: James Elworth
        Title: Vice President
     
  ANRP II Double Eagle Energy Holdings III, L.P.
     
  By: Apollo ANRP Advisors II (APO DC), L.P.,
its general partner
     
    By: Apollo ANRP Advisors II (APO DC-GP), LLC,
its general partner
     
    By: /s/ James Elworth
      Name: James Elworth
      Title: Vice President

 

Page17 of 19

 

APOLLO COMMODITIES MANAGEMENT, L.P., with
respect to Series IV thereof
   
      By: Apollo Commodities Management GP, LLC,
its general partner
     
By: /s/ James Elworth
  Name: James Elworth
Title: Vice President
     
  APOLLO COMMODITIES MANAGEMENT GP, LLC
     
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President
     
  APOLLO MANAGEMENT VIII, L.P.
     
  By: AIF VIII Management, LLC
its general partner
     
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President
     
  AIF VIII MANAGEMENT, LLC
     
    By:  /s/ James Elworth
    Name: James Elworth
    Title: Vice President
     
  APOLLO MANAGEMENT, L.P.
     
  By: Apollo Management GP, LLC
its general partner
     
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President
     
  APOLLO MANAGEMENT GP, LLC
     
  By: /s/ James Elworth
  Name: James Elworth
  Title: Vice President

 

Page18 of 19

 

  APOLLO MANAGEMENT HOLDINGS, L.P.
     
  By: Apollo Management Holdings GP, LLC,
its general partner
     
    By:  /s/ James Elworth
    Name: James Elworth
    Title: Vice President
     
  APOLLO MANAGEMENT HOLDINGS GP, LLC
     
    By: /s/ James Elworth
    Name: James Elworth
    Title: Vice President

 

Page19 of 19

 

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