Form: 4

Statement of changes in beneficial ownership of securities

June 12, 2025

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
McMullen William Wallace

(Last) (First) (Middle)
14201 WIRELESS WAY
SUITE 300

(Street)
OKLAHOMA CITY OK 73134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MACH NATURAL RESOURCES LP [ MNR ]
5. 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
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 06/10/2025 P 79,218 A $13.58(1) 74,366,628 I See footnote(4)
Common Units 06/11/2025 P 72,411 A $14.01(2) 74,439,039 I See footnote(4)
Common Units 06/12/2025 P 93,500 A $14.29(3) 74,532,539 I See footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
McMullen William Wallace

(Last) (First) (Middle)
14201 WIRELESS WAY
SUITE 300

(Street)
OKLAHOMA CITY OK 73134

(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 price reported in Column 4 is a weighted average price. BCE-Mach Aggregator LLC ("BCE Aggregator") purchased 72,218 common units and Bayou City Energy Management LLC ("BCEM") purchased 7,000 common units. These common units were purchased in multiple transactions at prices ranging from $13.48 to $13.68, inclusive. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.
2. The price reported in Column 4 is a weighted average price. These common units were purchased by BCE Aggregator in multiple transactions at prices ranging from $13.77 to $14.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These common units were purchased by BCE Aggregator in multiple transactions at prices ranging from $13.99 to $14.45, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote (3) to this Form 4.
4. After the reported transactions, the reported common units are directly held 74,525,539 by BCE Aggregator and 7,000 by BCEM. BCE Aggregator is indirectly managed by BCEM. William W. McMullen is the Managing Partner of BCEM. Accordingly, each of the Reporting Persons may be deemed to beneficially own the securities directly held by BCE Aggregator and BCEM, as applicable, but disclaim beneficial ownership of such common units except to the extent of their respective pecuniary interest therein.
Remarks:
The Reporting Person 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.
BCE-Mach Aggregator LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Authorized Signatory 06/12/2025
Bayou City Energy Management LLC, By: /s/ William W. McMullen, Name: William W. McMullen, Title: Managing Partner 06/12/2025
William W. McMullen, By: /s/ William W. McMullen 06/12/2025
** 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 4 (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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