0000899243-22-021781.txt : 20220609
0000899243-22-021781.hdr.sgml : 20220609
20220609212337
ACCESSION NUMBER: 0000899243-22-021781
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220607
FILED AS OF DATE: 20220609
DATE AS OF CHANGE: 20220609
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARZMAN STEPHEN A
CENTRAL INDEX KEY: 0001070844
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38158
FILM NUMBER: 221007465
MAIL ADDRESS:
STREET 1: C/O BLACKSTONE INC.
STREET 2: 345 PARK AVE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Inc.
CENTRAL INDEX KEY: 0001393818
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38158
FILM NUMBER: 221007467
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Inc
DATE OF NAME CHANGE: 20210806
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Group Inc
DATE OF NAME CHANGE: 20190628
FORMER NAME:
FORMER CONFORMED NAME: Blackstone Group L.P.
DATE OF NAME CHANGE: 20070320
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Group Management L.L.C.
CENTRAL INDEX KEY: 0001404071
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38158
FILM NUMBER: 221007466
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III L.P.
CENTRAL INDEX KEY: 0001404073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38158
FILM NUMBER: 221007470
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: (212) 583-5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP L.P.
CENTRAL INDEX KEY: 0001478809
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38158
FILM NUMBER: 221007469
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Holdings III GP Management L.L.C.
CENTRAL INDEX KEY: 0001478815
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38158
FILM NUMBER: 221007468
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
BUSINESS PHONE: 212.583.5000
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sitio Royalties Corp.
CENTRAL INDEX KEY: 0001703785
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 820820780
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 510 MADISON AVENUE 8TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2125065938
MAIL ADDRESS:
STREET 1: 510 MADISON AVENUE 8TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: Falcon Minerals Corp
DATE OF NAME CHANGE: 20180824
FORMER COMPANY:
FORMER CONFORMED NAME: Osprey Energy Acquisition Corp
DATE OF NAME CHANGE: 20170413
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-06-07
0
0001703785
Sitio Royalties Corp.
STR
0001404073
Blackstone Holdings III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478809
Blackstone Holdings III GP L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001478815
Blackstone Holdings III GP Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001393818
Blackstone Inc.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001404071
Blackstone Group Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001070844
SCHWARZMAN STEPHEN A
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Class C Common Stock
2022-06-07
4
J
0
12165172
A
12165172
I
See Footnotes
Class C Common Stock
8799410
I
See Footnotes
Opco Units
2022-06-07
4
J
0
12165172
A
Class A common stock
12165172
12165172
I
See Footnotes
Opco Units
Class A common stock
8799410
8799410
I
See Footnotes
Consideration Allocation Rights
2022-06-07
4
J
0
61132
A
Class A common stock
61132
61132
I
See Footnotes
"Opco Units" means ownership interests in Sitio Royalties Operating Partnership, LP (f/k/a Falcon Minerals Operating Partnership, LP) ("Opco"). Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation) (the "Issuer") is the sole managing member of Opco.
The terms of the Second Amended and Restated Agreement of Limited Partnership of Opco provide that, subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis or, at Opco's election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock of the Issuer ("Class C Common Stock") and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date.
Reflects securities issued to Rock Ridge Royalty Company LLC ("Rock Ridge") on June 7, 2022 in connection with the closing of the Merger pursuant to the Agreement and Plan of Merger, dated January 11, 2022, by and among Opco, Ferrari Merger Sub A LLC, a Delaware limited liability company ("Merger Sub"), and DPM HoldCo, LLC, a Delaware limited liability company ("Desert Peak"), pursuant to which, Merger Sub merged with and into Desert Peak (the "Merger").
The Issuer granted restricted stock awards, consisting of shares of the the Issuer's Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC, a Delaware limited liability company (the "DPM Members") (the "Restricted Shares") in the Merger. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. To the extent that a restricted stock award is forfeited, the shares of Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer.
(Continued from Footnote 4) In connection with the foregoing, the Issuer entered into an Assignment and Allocation Agreement, dated as of June 7, 2022, with Rock Ridge and the other DPM Members (the "Allocation Agreement"), pursuant to which the Issuer agreed that it would re-issue to the DPM Members, on a one-for-one basis, shares of Class C Common Stock and Opco Units to the extent Restricted Shares are forfeited by the original holders thereof, with Rock Ridge entitled to receive 19.75% of any such shares re-issued.
Reflects securities held directly by Rock Ridge.
Reflects securities held directly by Royal Resources L.P. that were previously reported and giving effect to the four-to-one reverse stock split of the Issuer's issued and outstanding common stock whereby each four shares of the Issuer's common stock were automatically combined and reclassified into one issued, fully paid and non-assessable share of common stock.
Royal Resources GP L.L.C. is the general partner of Royal Resources L.P. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of Royal GP L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Rock Ridge is controlled by RRR Energy LLC. RRR Aggregator LLC is the sole member of RRR Energy LLC. BX Primexx Topco LLC is the sole member of RRR Aggregator LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C.
(Continued from Footnote 8) Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA L.L.C., BMA VI L.L.C., Blackstone EMA II L.L.C. and BMA VII L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2022-06-09
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2022-06-09
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2022-06-09
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2022-06-09
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director
2022-06-09
Stephen A. Schwarzman, /s/ Stephen A. Schwarzman
2022-06-09