Sec Form 3 Filing - PEI INR Holdings, L.P. @ INFINITY NATURAL RESOURCES, INC. - 2025-01-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
PEI INR Holdings, L.P.
2. Issuer Name and Ticker or Trading Symbol
INFINITY NATURAL RESOURCES, INC. [ INR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2100 MCKINNEY AVE, SUITE 1675
3. Date of Earliest Transaction (MM/DD/YY)
01/30/2025
(Street)
DALLAS, TX75201
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 B Common Stock ( 1 ) 28,894,732 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
Common Units of Infinity Natural Resources, LLC ( 1 ) ( 1 ) ( 1 ) ( 1 ) C lass A Common Stock 28,894,732 I See footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PEI INR Holdings, L.P.
2100 MCKINNEY AVE, SUITE 1675
DALLAS, TX75201
X
Pearl Energy Investments III, L.P.
2100 MCKINNEY AVE, SUITE 1675
DALLAS, TX75201
X
PEI Infinity-S, LP
2100 MCKINNEY AVE, SUITE 1675
DALLAS, TX75201
X
PEARL ENERGY INVESTMENTS, L.P.
2100 MCKINNEY AVE, SUITE 1675
DALLAS, TX75201
X
PEI INR Co-Invest-B, Corp
2100 MCKINNEY AVE, SUITE 1675
DALLAS, TX75201
X
Quinn William J
2100 MCKINNEY AVE, SUITE 1675
DALLAS, TX75201
X X
Signatures
PEI INR Holdings, L.P., By: Pearl Energy Investment III GP, LP, its general partner, By: Pearl Energy Investment III UGP, LLC, its general partner, By: /s/ William J. Quinn, Authorized Person 01/30/2025
Signature of Reporting Person Date
Pearl Energy Investments III, L.P, By: Pearl Energy Investment III GP, LP, its general partner, By: Pearl Energy Investment III UGP, LLC, its general partner, By: /s/ William J. Quinn, Authorized Person 01/30/2025
Signature of Reporting Person Date
PEI Infinity-S, LP, By: Pearl Energy Investment III GP, LP, its general partner, By: Pearl Energy Investment III UGP, LLC, its general partner, By: /s/ William J. Quinn, Authorized Person 01/30/2025
Signature of Reporting Person Date
Pearl Energy Investments, L.P., By: Pearl Energy Investment GP, LP, its general partner, By: Pearl Energy Investment UGP, LLC, its general partner, By: /s/ William J. Quinn, Authorized Person 01/30/2025
Signature of Reporting Person Date
PEI INR Co-Invest-B, Corp, By: /s/ William J. Quinn, Authorized Person 01/30/2025
Signature of Reporting Person Date
/s/ William J. Quinn 01/30/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Second Amended and Restated Limited Liability Company Agreement of Infinity Natural Resources, LLC ("INR LLC"), at the request of each holder, each Common Unit of INR LLC (together with the cancellation for no consideration of an equal number of shares of Class B Common Stock, par value $0.01 per share, of the Issuer) may be redeemed at INR LLC's election for (a) newly-issued shares of Class A Common Stock, par value $0.01 per share, of the Issuer on a one-for-one basis or (b) cash. The Common Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.
( 2 )The reported securities are directly held by PEI INR Holdings, L.P. ("PEI INR Holdings"), Pearl Energy Investments, L.P. ("Pearl Investments"), Pearl Energy Investments III, L.P. ("Pearl III"), PEI Infinity-S, L.P. ("Pearl Infinity-S"), and PEI INR Co-Invest-B Corp. ("PEI INR Co-Invest" and, collectively, the "Pearl Funds"). Pearl Energy Investment III GP, L.P. ("Pearl III GP") is the general partner of PEI INR Holdings, Pearl III, Pearl Infinity-S and PEI INR A (as defined below). Pearl Energy Investment III UGP, LLC ("Pearl III UGP") is the general partner of Pearl III GP. Pearl Energy Investment GP, L.P. ("Pearl GP") is the general partner of Pearl Investments. Pearl Energy Investment UGP, LLC ("Pearl UGP") is the general partner of Pearl GP. PEI INR Holdings-A, L.P. ("PEI INR A") is the sole shareholder of PEI INR Co-Invest. The Pearl Funds are controlled by William J. Quinn, the founder and managing partner of Pearl Energy Investments.
( 3 )(Continued from footnote 2) The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that such Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 16 or for any other purpose.

Remarks:
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.

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).
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