| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units | 03/30/2022 | C(1)(2) | 723,800 | A | (1) | 723,000 | I | See footnotes(4)(5)(6)(7) | ||
| Common Units | 03/30/2022 | C(1)(2) | 3,276,119 | A | (1) | 3,276,119 | I | See footnotes(4)(5)(8) | ||
| Common Units | 03/30/2022 | C(1)(2) | 5,358,000 | A | (1) | 5,358,000 | I | See footnotes(4)(5)(9) | ||
| Common Units | 03/31/2022 | S(3) | 723,800 | D | $15.035 | 0 | I | See footnotes(4)(5)(6)(7) | ||
| Common Units | 03/31/2022 | S(3) | 3,276,119 | D | $15.035 | 0 | I | See footnotes(4)(5)(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| OpCo Common Units | (1) | 03/30/2022 | C(2) | 723,800 | (1) | (1) | Common Units | 723,800 | $0.00 | 0 | I | See footnotes(4)(5)(6)(7) | |||
| OpCo Common Units | (1) | 03/30/2022 | C(2) | 3,276,119 | (1) | (1) | Common Units | 3,276,119 | $0.00 | 42,081 | I | See footnotes(4)(5)(8) | |||
| OpCo Common Units | (1) | 03/30/2022 | C(2) | 5,358,000 | (1) | (1) | Common Units | 5,358,000 | $0.00 | 0 | I | See footnotes(4)(5)(9) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire. |
| 2. On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units. |
| 3. On March 31, 2022, the Reporting Persons executed a block trade under Rule 144 pursuant to which an aggregate of 3,999,919 Common Units were sold for $15.035 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, Phillips II directly owns 42,081 OpCo Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units. |
| 4. 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 VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively. |
| 5. (Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B"). |
| 6. These securities may be deemed to be beneficially owned by Phillips I. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B 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. |
| 7. (Continued from Footnote 6) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I 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. |
| 8. These securities may be deemed to be beneficially owned by Phillips II. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII 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, EnCap Fund VII and Phillips II 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. |
| 9. As of the date hereof, Phillips III directly owns 5,358,000 Common Units. These securities may be deemed to be beneficially owned by Phillips III. EnCap Partners GP indirectly manages EnCap Fund VIII, which is the managing member of Phillips III. Therefore, EnCap Partners GP and EnCap Fund VIII 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, EnCap Fund VIII and Phillips III 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: |
| (10) Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI, a Managing Member of Phillips I. (11) Signed by Douglas E. Swanson, Jr.in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VII GP, the General Partner of EnCap Fund VII, the Managing Member of Phillips II. (12) Signed by Douglas E. Swanson, Jr.in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VIII GP, the General Partner of EnCap Fund VIII, the Managing Member of Phillips III. (13) Signed by Douglas E. Swanson, Jr.in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI. (14) Signed by Douglas E. Swanson, Jr.in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI-B, the Sole Member of EnCap VI-B GP, the General Partner of EnCap VI-B. (15) Signed by Douglas E. Swanson, Jr.in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VII GP, the General Partner of EnCap Fund VII. (16) Signed by Douglas E. Swanson, Jr.in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VIII GP, the General Partner of EnCap Fund VIII. (17) Signed by Douglas E. Swanson, Jr.in his capacity as a Managing Partner of EnCap Investments GP. |
| /s/ Douglas E. Swanson, Jr. (10) | 04/01/2022 | |
| /s/ Douglas E. Swanson, Jr. (11) | 04/01/2022 | |
| /s/ Douglas E. Swanson, Jr. (12) | 04/01/2022 | |
| /s/ Douglas E. Swanson, Jr. (13) | 04/01/2022 | |
| /s/ Douglas E. Swanson, Jr. (14) | 04/01/2022 | |
| /s/ Douglas E. Swanson, Jr. (15) | 04/01/2022 | |
| /s/ Douglas E. Swanson, Jr. (16) | 04/01/2022 | |
| /s/ Douglas E. Swanson, Jr. (17) | 04/01/2022 | |
| ** 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 4 (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. | ||