0000899243-23-002794.txt : 20230126 0000899243-23-002794.hdr.sgml : 20230126 20230126190052 ACCESSION NUMBER: 0000899243-23-002794 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230126 FILED AS OF DATE: 20230126 DATE AS OF CHANGE: 20230126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUTTON KEITH A CENTRAL INDEX KEY: 0001182688 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41605 FILM NUMBER: 23559132 MAIL ADDRESS: STREET 1: C/O MORNINGSTAR PARTNERS, L.P. STREET 2: 400 WEST 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MorningStar Partners, L.P. CENTRAL INDEX KEY: 0001559432 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 320368858 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 400 WEST 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-334-7800 MAIL ADDRESS: STREET 1: 400 WEST 7TH STREET CITY: FORT WORTH STATE: TX ZIP: 76102 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-01-26 0 0001559432 MorningStar Partners, L.P. TXO 0001182688 HUTTON KEITH A 400 WEST 7TH STREET FORT WORTH TX 76102 1 1 1 1 See Remarks See Remarks Common Units 38861962 D Series 5 Preferred Units 2024-10-15 Common Units 35651747 D Immediately prior to the closing of the Issuer's initial public offering, the Issuer's series 5 preferred units will automatically convert into common units of the Issuer. The Reporting Person is President of Production and Development and Director of TXO Energy 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. Exhibit 24 - Power of Attorney. /s/ Brent W. Clum, Attorney-in-fact 2023-01-26 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                   EXHIBIT 24

                                POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
TXO Energy Partners, L.P. (the "Company"), the undersigned hereby constitutes
and appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

         1. execute for and on behalf of the undersigned, Schedules 13D and 13G
            in accordance with Section 13 of the Securities Exchange Act of
            1934, as amended (the "Exchange Act"), and the rules thereunder,
            and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange
            Act, and the rules thereunder;

         2. do and perform any and all acts for and on behalf of the
            undersigned which may be necessary or desirable to complete and
            execute any such Schedule 13D or 13G or Form 3, 4, or 5, complete
            and execute any amendment or amendments thereto, and timely file
            such form with the SEC and any stock exchange or similar authority;
            and

         3. take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorney-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by
            such attorney-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such
            terms and conditions as such attorney-in-fact may approve in such
            attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is any Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 28th day of September, 2022.

                                   /s/ Keith A. Hutton
                                   -------------------------------
                                   Keith A. Hutton

                                Schedule A

        Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution

        1. Brent W. Clum