SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* EnCap Partners GP, LLC (Last) (First) (Middle) 9651 KATY FREEWAY, SUITE 600 (Street) HOUSTON TX 77024 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/17/2023	3. Issuer Name and Ticker or Trading Symbol Kimbell Royalty Partners, LP [ KRP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	4,541,914	I	See footnotes(2)(4)
Class B Common Units(1)	5,369,218	I	See footnotes(2)(3)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OpCo Common Units	(1)	(1)	Common Units	5,369,218	$0.00	I	See footnotes(2)(3)(5)(6)

1. Name and Address of Reporting Person* EnCap Partners GP, LLC (Last) (First) (Middle) 9651 KATY FREEWAY, SUITE 600 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MB Minerals, L.P. (Last) (First) (Middle) 900 NORTH SHORELINE BLVD, SUITE 900N (Street) CORPUS CHRISTI TX 78407 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sabalo Midland Basin, Inc. (Last) (First) (Middle) 900 NORTH SHORELINE BLVD, SUITE 900N (Street) CORPUS CHRISTI TX 78407 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnCap Energy Capital Fund IX, L.P. (Last) (First) (Middle) 9651 KATY FREEWAY, SUITE 600 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EnCap Energy Capital Fund VIII, L.P. (Last) (First) (Middle) 9651 KATY FREEWAY, SUITE 600 (Street) HOUSTON TX 77024 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units ("Common Units") representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash.

2. EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which is the general partner of EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII").

3. (Continued from Footnote 2) Additionally, EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"), which is the sole stockholder of Sabalo Midland Basin, Inc. ("Sabalo Midland Basin"), which is the general partner of MB Minerals, L.P. ("MB Minerals").

4. These securities are directly held by Fund VIII. EnCap Partners GP indirectly manages EnCap Fund VIII. Therefore, EnCap Partners GP may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP and EnCap Fund VIII have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

5. These securities are directly held by MB Minerals. On April 11, 2023, pursuant to the purchase and sale agreement (the "Kimbell PSA") by and among MB Minerals, Barry Clark, Michael F. Dignam Jr., Thomas A. Medary, Wayne A. Psencik and the Issuer and Kimbell Royalty Operating, LLC, MB Minerals received 5,369,218 OpCo Units and an equivalent amount of Class B Units. EnCap Partners GP indirectly manages Fund IX, which is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, EnCap Fund IX and Sabalo Midland Basin may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

6. (Continued from Footnote 5) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund IX, Sabalo Midland Basin and MB Minerals have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Remarks:

7. Signed by Barry Clark in his capacity as President of Sabalo Midland Basin, the general partner of MB Minerals. 8. Signed by Barry Clark in his capacity as President of Sabalo Midland Basin. 9. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP, the sole General Partner of EnCap Partners LP, the Managing Member of EnCap Investment Holdings, the General Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund IX GP, the General Partner of EnCap Fund IX. 10. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP, the sole General Partner of EnCap Partners LP, the Managing Member of EnCap Investment Holdings, the General Partner of EnCap Investments GP, the General Partner of EnCap Investments LP the General Partner of EnCap Equity Fund VIII GP, L.P., the General Partner of EnCap Energy Capital Fund VIII, L.P. 11. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP.

	/s/ Barry Clark(7)	05/24/2023
	/s/ Barry Clark(8)	05/24/2023
	/s/ Douglas E. Swanson, Jr.(9)	05/24/2023
	/s/ Douglas E. Swanson, Jr.(10)	05/24/2023
	/s/ Douglas E. Swanson, Jr.(11)	05/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.