0000899243-23-000343.txt : 20230103 0000899243-23-000343.hdr.sgml : 20230103 20230103175931 ACCESSION NUMBER: 0000899243-23-000343 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221229 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jones Steven R CENTRAL INDEX KEY: 0001625617 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38158 FILM NUMBER: 23503613 MAIL ADDRESS: STREET 1: 1845 WALNUT STREET STREET 2: 10TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STR Sub Inc. CENTRAL INDEX KEY: 0001703785 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 820820780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1401 LAWRENCE STREET STREET 2: SUITE 1750 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 640-7620 MAIL ADDRESS: STREET 1: 1401 LAWRENCE STREET STREET 2: SUITE 1750 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Sitio Royalties Corp. DATE OF NAME CHANGE: 20220603 FORMER COMPANY: FORMER CONFORMED NAME: Falcon Minerals Corp DATE OF NAME CHANGE: 20180824 FORMER COMPANY: FORMER CONFORMED NAME: Osprey Energy Acquisition Corp DATE OF NAME CHANGE: 20170413 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-29 1 0001703785 STR Sub Inc. NONE 0001625617 Jones Steven R 1401 LAWRENCE STREET, 1750 DENVER CO 80202 1 0 0 0 Class A Common Stock 2022-12-29 4 D 0 28381 D 0 D Class A Common Stock 2022-12-29 4 D 0 10431 D 0 D On December 29, 2022, pursuant to the Agreement and Plan of Merger, dated September 6, 2022, (as amended from time to time, the "Merger Agreement"), by and among Sitio Royalties Corp ("Sitio"), Sitio Royalties Operating Partnership, LP ("Opco LP"), Snapper Merger Sub I, Inc. ("New Sitio"), Snapper Merger Sub IV, Inc. ("Brigham Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub"), Snapper Merger Sub II, LLC ("Opco Merger Sub"), Brigham Minerals, Inc. ("Brigham"), and Brigham Minerals Holdings, LLC ("Opco LLC"), Sitio acquired Brigham in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into Brigham (the "Brigham Merger"), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio, (Continued from Footnote 1) (ii) the merger of Sitio Merger Sub with and into Sitio (the "Sitio Merger"), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio, and (iii) the merger of Opco Merger Sub LLC with and into Opco LLC (the "Opco Merger," and, together with the Brigham Merger and the Sitio Merger, the "Mergers"), with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP, in each case on the terms set forth in the Merger Agreement. As a result of the Mergers, Sitio and Brigham became direct wholly owned subsidiaries of New Sitio. Effective as of the effective time of the Sitio Merger (the "First Effective Time"), (Continued from Footnote 2) each share of Sitio Class A Common Stock was converted into the right to receive one share of New Sitio Class A Common Stock. Contemporaneously with the filing of this Form 4 to reflect the disposition of securities by the Reporting Person in connection with the consummation of the Sitio Merger, the Reporting Person is filing a Form 4 with respect to New Sitio to report the acquisition by such Reporting Person of an equal number of shares of securities in connection with the consummation of the Sitio Merger. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person. Effective as of immediately prior to the First Effective Time, these deferred share units (the "Old Sitio DSUs") that were granted to the reporting person under the Sitio Royalties Corp. Long Term Incentive Plan were accelerated in full. In connection with the consummation of the Sitio Merger, the reporting person's service relationship with the issuer terminated and the reporting person ultimately received settlement of the Old Sitio DSUs in the form of a number of shares of New Sitio Class A Common Stock equal to the number of shares of Sitio Class A Common Stock subject to such Old Sitio DSUs. By: /s/ Steven R. Jones, by Brett S. Riesenfeld, Attorney-in-Fact 2023-01-03