SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
McMullen William Wallace
(Last) (First) (Middle)
C/O BAYOU CITY ENERGY, L.P.
1201 LOUISIANA STREET SUITE 3308
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2023 		3. Issuer Name and Ticker or Trading Symbol
MACH NATURAL RESOURCES LP [ MNR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units 71,236,632(1) I Held by BCE-Mach Aggregator LLC(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
McMullen William Wallace
(Last) (First) (Middle)
C/O BAYOU CITY ENERGY, L.P.
1201 LOUISIANA STREET SUITE 3308
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCE-Mach Aggregator LLC
(Last) (First) (Middle)
C/O BAYOU CITY ENERGY, L.P.
1201 LOUISIANA STREET SUITE 3308
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAYOU CITY ENERGY MANAGEMENT LLC
(Last) (First) (Middle)
C/O BAYOU CITY ENERGY, L.P.
1201 LOUISIANA STREET SUITE 3308
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
Explanation of Responses:
1. The reported amount has not been reduced for the common units the Reporting Persons have committed to sell to the Issuer in connection with the closing of the Issuer's initial public offering.
2. BCE-Mach Aggregator LLC is indirectly managed by Bayou City Energy Management LLC ("BCEM"). William W. McMullen is the Managing Partner of BCEM. Each of BCEM and Mr. McMullen (by virtue of his relationship with BCEM) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the common units which BCE-Mach Aggregator LLC beneficially owns. Mr. McMullen disclaims beneficial ownership of such common units except to the extent of his pecuniary interest therein.
Remarks:
William W. McMullen is a Director of Mach Natural Resources GP LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.
William W. McMullen, By: /s/ William W. McMullen 10/24/2023
BCE-Mach Aggregator LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Authorized Signatory 10/24/2023
Bayou City Energy Management LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Managing Partner 10/24/2023
** Signature of Reporting Person Date
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 5 (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.
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