0001193125-23-276126.txt : 20231113 0001193125-23-276126.hdr.sgml : 20231113 20231113164457 ACCESSION NUMBER: 0001193125-23-276126 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 GROUP MEMBERS: ALFREDO MATTERA GROUP MEMBERS: IAN BURGESS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Viper Energy, Inc. CENTRAL INDEX KEY: 0001602065 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 465001985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89593 FILM NUMBER: 231399603 BUSINESS ADDRESS: STREET 1: 500 WEST TEXAS AVENUE STREET 2: SUITE 100 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 432-221-7400 MAIL ADDRESS: STREET 1: 500 WEST TEXAS AVENUE STREET 2: SUITE 100 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: Viper Energy Partners LP DATE OF NAME CHANGE: 20140307 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warwick Royalty & Mineral Master Fund LP CENTRAL INDEX KEY: 0001705675 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O CORPORATION SERVICE COMPANY STREET 2: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 44.207.850.8080 MAIL ADDRESS: STREET 1: C/O CORPORATION SERVICE COMPANY STREET 2: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 SC 13G 1 d588825dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Viper Energy, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.000001 per share

(Title of Class of Securities)

927959106

(CUSIP Number)

November 1, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐    Rule 13d-1(b)

☒    Rule 13d-1(c)

☐    Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

  1.    

  Names of Reporting Persons

 

  Warwick Royalty and Mineral Master Fund LP

  2.  

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5.     

  Sole Voting Power

 

  0

   6.   

  Shared Voting Power

 

  9,018,760

   7.   

  Sole Dispositive Power

 

  0

   8.   

  Shared Dispositive Power

 

  9,018,760

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,018,760

10.  

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11.  

  Percent of Class Represented By Amount in Row (9)

 

  10.4%(1)

12.  

  Type of Reporting Person (See Instructions)

 

  PN

 

(1)

Calculated based on 87,095,324 Class A shares outstanding as of November 13, 2023, as reported in the Issuer’s registration statement on Form S-3ASR filed with the SEC on November 13, 2023.

  1.    

  Names of Reporting Persons

 

  Alfredo Mattera

  2.  

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5.     

  Sole Voting Power

 

  0

   6.   

  Shared Voting Power

 

  9,018,760

   7.   

  Sole Dispositive Power

 

  0

   8.   

  Shared Dispositive Power

 

  9,018,760

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,018,760

10.  

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11.  

  Percent of Class Represented By Amount in Row (9)

 

  10.4%(1)

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

Calculated based on 87,095,324 Class A Shares outstanding as of November 13, 2023, as reported in the Issuer’s registration statement on Form S-3ASR filed with the SEC on November 13, 2023.

  1.    

  Names of Reporting Persons

 

  Ian Burgess

  2.  

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  United Kingdom

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

    5.     

  Sole Voting Power

 

  0

   6.   

  Shared Voting Power

 

  9,018,760

   7.   

  Sole Dispositive Power

 

  0

   8.   

  Shared Dispositive Power

 

  9,018,760

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,018,760

10.  

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

 

  ☐

11.  

  Percent of Class Represented By Amount in Row (9)

 

  10.4%(1)

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

Calculated based on 87,095,324 Class A Shares outstanding as of November 13, 2023, as reported in the Issuer’s registration statement on Form S-3ASR filed with the SEC on November 13, 2023.

Item 1(a).

Name of Issuer

Viper Energy, Inc. (the “Issuer”).

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

500 West Texas Avenue, Suite 1200

Midland, TX 79701

 

Item 2(a).

Names of Persons Filing

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

  (i)

Warwick Royalty and Mineral Master Fund LP (“Master Fund”)

 

  (ii)

Alfredo Mattera

 

  (iii)

Ian Burgess

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

c/o Warwick Capital Partners LLP

86 Duke Of York Square, 3rd Floor

London, SW3 4LY

 

Item 2(c).

Citizenship

See responses to Item 4 on each cover page.

 

Item 2(d).

Title of Class of Securities

Class A common stock, par value $0.000001 per share (“Class A Shares”).

 

Item 2(e).

CUSIP Number

927959106

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

Not Applicable.

 

Item 4.

Ownership

 

  (a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

 

  (b)

Percent of Class:

See responses to Item 11 on each cover page.

 

  (c)

Number of shares as to which the Reporting Person has:

 

  (i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

 

  (ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

  (iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

 

  (iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Master Fund directly holds 9,018,760 Class A Shares, representing 10.4% of the 87,095,324 Class A Shares outstanding as of November 13, 2023, as reported in the Issuer’s registration statement on Form S-3ASR filed with the SEC on November 13, 2023. Warwick Royalty and Mineral Fund GP Limited (“Fund GP”) is the general partner of Master Fund. Alfredo Mattera and Ian Burgess share the power to make voting and investment decisions with regard to Fund GP. As such, each of Messrs. Mattera and Burgess may be deemed to beneficially own the reported securities.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2023

 

Warwick Royalty and Mineral Master Fund LP
By: Warwick Royalty and Mineral Fund GP Limited
Its: General Partner
By:  

/s/ Ralph Woodford

Name:   Ralph Woodford
Title:   Director

/s/ Alfredo Mattera

Alfredo Mattera

/s/ Ian Burgess

Ian Burgess

EXHIBIT LIST

 

Exhibit A    Joint Filing Agreement, dated as of November 13, 2023
 EX-99.A 2 d588825dex99a.htm EX-99.A EX-99.A

Exhibit A

 

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock of Viper Energy, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, by Warwick Royalty and Mineral Master Fund LP as designated filer on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: November 13, 2023

 

Warwick Royalty and Mineral Master Fund LP
By: Warwick Royalty and Mineral Fund GP Limited
Its: General Partner
By:  

/s/ Ralph Woodford

Name:   Ralph Woodford
Title:   Director
/s/ Alfredo Mattera
Alfredo Mattera
/s/ Ian Burgess
Ian Burgess