SCHEDULE 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on May 13, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Mach Natural Resources LP
(Name of Issuer) |
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Common units representing limited partner interests
(Title of Class of Securities) |
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55445L100
(CUSIP Number) |
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03/31/2025
(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)
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Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 55445L100 |
| 1 | Names of Reporting Persons
BCE-Mach Aggregator LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
74,287,410.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
62.8 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: Based on 118,336,367 common units representing limited partner interests ("Common Units") outstanding as of May 2, 2025, as reported by Mach Natural Resources LP (the "Issuer") on its Form 10-Q filed with the U.S. Securities and Exchange Commission (the "Commission") on May 8, 2025.
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SCHEDULE 13G
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| CUSIP No. | 55445L100 |
| 1 | Names of Reporting Persons
Bayou City Energy Management LLC
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
74,287,410.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
62.8 %
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| 12 | Type of Reporting Person (See Instructions)
OO
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Comment for Type of Reporting Person: Based on 118,336,367 Common Units outstanding as of May 2, 2025, as reported by the Issuer on its Form 10-Q filed with the Commission on May 8, 2025.
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SCHEDULE 13G
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| CUSIP No. | 55445L100 |
| 1 | Names of Reporting Persons
William Wallace McMullen
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| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
74,287,410.00
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| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
62.8 %
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| 12 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person: Based on 118,336,367 Common Units outstanding as of May 2, 2025, as reported by the Issuer on its Form 10-Q filed with the Commission on May 8, 2025.
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SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Mach Natural Resources LP
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| (b) | Address of issuer's principal executive offices:
14201 Wireless Way, Suite 300 Oklahoma City, Oklahoma 73134
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| 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":
(i) BCE-Mach Aggregator LLC
(ii) Bayou City Energy Management LLC
(iii) William Wallace McMullen
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| (b) | Address or principal business office or, if none, residence:
1201 Louisiana Street, Suite 3308 Houston, Texas 77002
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| (c) | Citizenship:
See responses to Item 4 on each cover page.
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| (d) | Title of class of securities:
Common units representing limited partner interests
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| (e) | CUSIP No.:
55445L100
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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: | |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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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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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 cover page.
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) Common Units which BCE-Mach Aggregator LLC beneficially owns. The filing of this statement shall not be construed as an admission that the Reporting Persons or any of the foregoing are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement.
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| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (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 cover page.
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| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
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| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
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| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
| 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.
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Exhibit Information
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Exhibit A
Joint Filing Agreement, dated as of November 2, 2023, incorporated by reference to the Schedule 13G filed by the Reporting Persons on November 2, 2023 |