Sec Form 4 Filing - Diamondback Energy, Inc. @ Verde Clean Fuels, Inc. - 2025-01-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Diamondback Energy, Inc.
2. Issuer Name and Ticker or Trading Symbol
Verde Clean Fuels, Inc. [ VGAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
500 WEST TEXAS AVENUE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
01/29/2025
(Street)
MIDLAND, TX79701
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 01/29/2025 P( 1 ) 12,500,000 ( 1 ) A $ 4 14,500,000 I See Footnote ( 2 ) ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Diamondback Energy, Inc.
500 WEST TEXAS AVENUE, SUITE 100
MIDLAND, TX79701
X X
Cottonmouth Ventures LLC
500 WEST TEXAS AVENUE, SUITE 100
MIDLAND, TX79701
X
Diamondback Energy E&P LLC
500 WEST TEXAS AVENUE, SUITE 100
MIDLAND, TX79701
X
Signatures
DIAMONDBACK ENERGY, INC., Name: /s/ Teresa L. Dick, Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary 01/31/2025
Signature of Reporting Person Date
COTTONMOUTH VENTURES LLC, BY: DIAMONDBACK E&P LLC, ITS SOLE MEMBER, Name: /s/ Teresa L. Dick, Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary 01/31/2025
Signature of Reporting Person Date
DIAMONDBACK ENERGY E&P LLC, BY: DIAMONDBACK ENERGY, INC., ITS SOLE MEMBER, Name: /s/ Teresa L. Dick, Title: Executive Vice President, Chief Accounting Officer and Assistant Secretary 01/31/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Verde Clean Resources, Inc. (the "Issuer") purchased in a private transaction (the "PIPE Investment") pursuant to a Class A Common Stock Purchase Agreement by and between the Issuer and Cottonmouth Ventures LLC ("Cottonmouth"), a subsidiary of Diamondback Energy, Inc. ("Diamondback"). The closing of the PIPE Investment was subject to certain customary conditions to closing, including the mailing of an information statement to the Issuer's stockholders. The closing conditions were satisfied, and the PIPE Investment closed on January 29, 2025.
( 2 )This Form 4 is being filed by Diamondback, Diamondback E&P LLC ("Diamondback E&P"), and Cottonmouth (collectively, the "Reporting Persons"). Cottonmouth is wholly owned by Diamondback E&P and Diamondback E&P is wholly owned by Diamondback. Diamondback E&P, as the sole owner of Cottonmouth, and Diamondback, as the sole owner of Diamondback E&P, may be deemed to have voting and investment control over the shares held by Cottonmouth. This statement relates to shares of Class A Common Stock of Verde Clean Fuels, Inc. held by Cottonmouth.
( 3 )The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. For purposes of this filing, each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:
Johnny Dossey, an employee of the Reporting Persons, is a director of Verde Clean Fuels, Inc. (the "Issuer"). By virtue of his representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed directors by deputization of the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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