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) 02/08/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 02/09/2017 |
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 representing limited partner interests | 02/08/2017 | P(1) | 37,546 | A | (1) | 37,546 | I | See footnotes(2)(3) | ||
Common units representing limited partner interests | 02/08/2017 | P(1) | 7,582 | A | (1) | 7,582 | I | See footnotes(4)(5) | ||
Common units representing limited partner interests | 02/08/2017 | P(1) | 453 | A | (1) | 453 | I | See footnotes(6)(7) |
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 |
Explanation of Responses: |
1. Such common units representing limited partner interests (the "Common Units") in Kimbell Royalty Partners, LP (the "Issuer") were received in connection with the closing of the initial public offering of the Common Units in exchange for the contribution of certain assets to the Issuer, pursuant to that certain Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and between the Issuer and the other parties thereto (the "Contribution Agreement"). |
2. These Common Units are beneficially owned by BGT Royalty Partners, LP. The reporting person is the sole member of BGT Minerals, LLC, a limited partner of BGT Royalty Partners, LP. |
3. 6,070 of these Common Units were inadvertently omitted from the reporting person's original Form 4 and from the reporting person's subsequently filed Forms 4 due to a miscalculation of the limited partner interest of BGT Minerals, LLC in BGT Royalty Partners, LP. |
4. These Common Units are beneficially owned by Trinity Minerals. Such Common Units represent the amount of consideration received by Trinity Minerals that is attributable to Brett G. Taylor Royalty Trust's participation interest in certain of the assets contributed by Trinity Minerals, the title holder of such assets, to the Issuer pursuant to the Contribution Agreement. The reporting person is the sole trustee and sole beneficiary of Brett G. Taylor Royalty Trust. |
5. 6,861 of these Common Units were inadvertently omitted from the reporting person's original Form 4 and from the reporting person's subsequently filed Forms 4 due to an error in calculating the number of Common Units received by Trinity Minerals in connection with the closing of the initial public offering of the Issuer that were attributable to Brett G. Taylor Royalty Trust's participation interest in certain of the assets contributed by Trinity Minerals to the Issuer pursuant to the Contribution Agreement. |
6. These Common Units are beneficially owned by RCPTX Holdings Genpar, LLC. The reporting person is the sole member of BGT Minerals, LLC, a limited partner of BGT Royalty Partners, LP, the sole member of RCPTX Holdings Genpar, LLC. |
7. 73 of these Common Units were inadvertently omitted from the reporting person's original Form 4 and from the reporting person's subsequently filed Forms 4 due to a miscalculation of the limited partner interest of BGT Minerals, LLC in BGT Royalty Partners, LP. |
/s/ Matthew S. Daly, Attorney-in-Fact | 08/18/2017 | |
** 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. |