0001104659-18-074707.txt : 20181226 0001104659-18-074707.hdr.sgml : 20181226 20181226161628 ACCESSION NUMBER: 0001104659-18-074707 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181220 FILED AS OF DATE: 20181226 DATE AS OF CHANGE: 20181226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARTIN T SCOTT CENTRAL INDEX KEY: 0001413469 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38005 FILM NUMBER: 181252851 MAIL ADDRESS: STREET 1: 777 TAYLOR STREET, SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Kimbell Royalty Partners, LP CENTRAL INDEX KEY: 0001657788 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 475505475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-887-9976 MAIL ADDRESS: STREET 1: 777 TAYLOR ST., SUITE 810 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 a4.xml 4 X0306 4 2018-12-20 0 0001657788 Kimbell Royalty Partners, LP KRP 0001413469 MARTIN T SCOTT 777 TAYLOR STREET, SUITE 810 FORT WORTH TX 76102 1 0 0 0 Common units representing limited partner interests 16819 D Common units representing limited partner interests 4268 I See footnote OpCo Common Units 2018-12-20 4 J 0 15022 A Common units representing limited partner interests 15022 15022 I See footnote OpCo Common Units 2018-12-20 4 J 0 88 A Common units representing limited partner interests 88 88 I See footnote These common units representing limited partner interests ("Common Units") in Kimbell Royalty Partners, LP (the "Issuer") are owned directly by T. Scott Martin Oil & Gas, LLC. The reporting person is the sole member of T. Scott Martin Oil & Gas, LLC. Common units representing limited liability company interests ("OpCo Common Units") in Kimbell Royalty Operating, LLC (the "Operating Company"), together with an equal number of Class B common units representing limited partner interests in the Issuer ("Class B Units"), are exchangeable on a one-for-one basis for Common Units at the discretion of the holder thereof. The Issuer and the Operating Company have the option to deliver cash in lieu of Common Units upon the exercise of the holder's exchange right. Pursuant to the terms of a Purchase and Sale Agreement, dated as of November 20, 2018, by and among the Issuer and the other parties thereto (the "Purchase Agreement"), Rivercrest Capital Partners LP acquired (i) 2,813,179 OpCo Common Units and (ii) 2,813,179 Class B Units, in exchange for certain oil and gas royalty assets of Rivercrest Capital Partners LP with an estimated market value of approximately $46.7 million as of the signing of the Purchase Agreement. These OpCo Common Units are owned directly by Rivercrest Capital Partners LP. The reporting person is a member of Rivercrest Capital Investors LP, a member of Rivercrest Capital Partners LP. Pursuant to the terms of the Purchase Agreement, Cupola Royalty Direct, LLC acquired (i) 263,380 OpCo Common Units and (ii) 263,380 Class B Units, in exchange for certain oil and gas royalty assets of Cupola Royalty Direct, LLC with an estimated market value of approximately $4.4 million as of the signing of the Purchase Agreement. These OpCo Common Units are owned directly by Cupola Royalty Direct, LLC. The reporting person is a member of Rivercrest Cupola LLC, a member of Cupola Royalty Direct, LLC. /s/ Matthew S. Daly, Attorney-in-Fact 2018-12-26