Form SCHEDULE 13G/A WaterBridge Infrastructu Filed by: Devon WB Holdco L.L.C.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
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WaterBridge Infrastructure LLC (Name of Issuer) |
Class A shares representing limited liability company interests (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Devon WB Holdco L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A shares representing limited liability company interests ("Class A Shares") as calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding limited liability company interests in WBI Operating LLC ("OpCo Units") into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
WPX Energy Permian, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A Shares as calculated pursuant to Rule 13d-3 under the Exchange Act. On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
WPX Energy, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A Shares as calculated pursuant to Rule 13d-3 under the Exchange Act. On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Devon Energy Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
16,002,051.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
22.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percent of class set forth in Row 11 reflects the percentage of all outstanding Class A Shares as calculated pursuant to Rule 13d-3 under the Exchange Act. On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Person's beneficial ownership percentage is 13.0%
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
WaterBridge Infrastructure LLC | |
| (b) | Address of issuer's principal executive offices:
5555 San Felipe Street, Suite 1200, Houston, Texas 77056 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by the following entities (each a "Reporting Person" and collectively the "Reporting Persons"):
(i) Devon WB Holdco L.L.C., a Delaware limited liability company ("Devon Holdco"), which directly holds the securities reported herein;
(ii) WPX Energy Permian, LLC, a Delaware limited liability company ("WPX Permian"), which owns 100% of the limited liability company interests of Devon Holdco;
(iii) WPX Energy, Inc., a Delaware corporation ("WPX"), which owns 100% of the limited liability company interests of WPX Permian; and
(iv) Devon Energy Corporation, a Delaware corporation ("Devon"), which owns 100% of the outstanding common stock of WPX.
| |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 840 Gessner Road, Suite 1400, Houston, Texas 77024. | |
| (c) | Citizenship:
See responses to Row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A shares representing limited liability company interests | |
| (e) | CUSIP No.:
| |
| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | 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); | |
| (j) | 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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Row 9 on each cover page.
Devon Holdco directly holds 16,002,051 Class B shares of the Issuer representing limited liability company interests ("Class B Shares") and 16,002,051 units representing limited liability company interests in WBI Operating LLC, a Delaware limited liability company ("OpCo" and such units, "OpCo Units"). Each of WPX Permian, WPX and Devon may be deemed to beneficially own the securities held by Devon Holdco.
Each Class B Share has no economic rights but entitles its holder to one vote on all matters to be voted on by the shareholders of the Issuer generally. At the request of a holder, each OpCo Unit may be redeemed (along with the cancellation of a corresponding Class B Share) for, subject to certain restrictions in the OpCo limited liability company agreement (the "OpCo LLCA"), newly issued Class A Shares on a one-for-one basis or for a cash payment to be determined pursuant to the OpCo LLCA for each OpCo Unit redeemed.
| |
| (b) | Percent of class:
See responses to Row 11 on each cover page.
The percent of class set forth in Row 11 on each cover page is calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, based on 55,453,118 Class A Shares outstanding as of August 5, 2026, as reported by the Issuer in the Quarterly Report on Form 10-Q filed on August 6, 2026, plus 16,002,051 Class A Shares issuable upon the redemption of the same number of OpCo Units held by Devon Holdco.
On a fully diluted basis, assuming the redemption of all 68,003,091 outstanding OpCo Units into Class A Shares, the Reporting Persons' respective beneficial ownership percentage is 13.0%.
%
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Row 8 on each cover page. | ||
| 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
| ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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