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Falcon Minerals Corporation
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Class A Common Stock, $0.0001 Par Value
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30607B109
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March 9, 2020
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CUSIP No. 30607B109
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1.
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NAMES OF REPORTING PERSONS
Foxhill Capital Partners, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
2,803,243
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6.
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SHARED VOTING POWER
—0—
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7.
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SOLE DISPOSITIVE POWER
2,803,243
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8.
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SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,803,243
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
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*
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SEE ITEM 4(b).
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CUSIP No. 30607B109
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1.
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NAMES OF REPORTING PERSONS
Neil Weiner
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
2,803,243
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6.
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SHARED VOTING POWER
—0—
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7.
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SOLE DISPOSITIVE POWER
2,803,243
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8.
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SHARED DISPOSITIVE POWER
—0—
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,803,243
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
◻
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%*
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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SEE ITEM 4(b).
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Item 1 (a).
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Name of Issuer:
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Item 1 (b).
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Address of Issuer’s Principal Executive Offices:
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Item 2 (a).
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Name of Person Filing:
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Foxhill Capital Partners, LLC (“Foxhill Capital”) and Mr. Weiner
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Item 2 (b).
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Address of Principal Business Office or, if None, Residence:
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Item 2 (c).
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Citizenship:
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Item 2 (d).
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Title of Class of Securities:
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Item 2 (e).
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CUSIP Number:
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Item 3.
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Foxhill Capital and Mr. Weiner are the beneficial owners of 2,803,243 shares of Common Stock. This amount consists of (i) 2,556,890 shares of Common Stock and (ii) 246,353 shares of Common Stock receivable upon
the exercise of presently exercisable stock warrants.
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(b)
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Foxhill Capital and Mr. Weiner are the beneficial owners of 6.1% of the outstanding shares of Common Stock. This percentage is determined by dividing 2,803,243 by the sum of (i) 45,963,716, the number of shares
of Common Stock issued and outstanding as of March 6, 2020, as reported in the Issuer’s Form 10-K filed on March 13, 2020 and (ii) 246,353, the number of shares of Common Stock receivable by upon the exercise of presently exercisable stock
warrants held by the Fund.
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(c)
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Foxhill Capital, as the investment manager of the Fund, may direct the vote and dispose of the 2,803,243 shares of Common Stock held by the Fund. As the manager of Foxhill Capital, Mr. Weiner may direct the vote
and disposition of the 2,803,243 shares of Common Stock held by the Fund.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certification.
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March 17, 2020
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Date
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Foxhill Capital Partners, LLC
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/s/ Neil Weiner
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Signature
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Neil Weiner/ manager
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Name/Title
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Neil Weiner
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/s/ Neil Weiner
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Signature
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Neil Weiner
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Name/Title
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Exhibit 1
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Joint Filing Agreement, dated as of March 17, 2020, by and between Foxhill Capital Partners, LLC and Neil Weiner, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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March 17, 2020
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Date
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Foxhill Capital Partners, LLC
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/s/ Neil Weiner
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Signature
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Neil Weiner/ manager
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Name/Title
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Neil Weiner
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/s/ Neil Weiner
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Signature
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Neil Weiner
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Name/Title
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