0000899243-22-021501.txt : 20220608 0000899243-22-021501.hdr.sgml : 20220608 20220608164457 ACCESSION NUMBER: 0000899243-22-021501 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220607 FILED AS OF DATE: 20220608 DATE AS OF CHANGE: 20220608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lockshin Noam CENTRAL INDEX KEY: 0001891228 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38158 FILM NUMBER: 221004002 MAIL ADDRESS: STREET 1: 1144 15TH STREET STREET 2: SUITE 2650 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sitio Royalties Corp. 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: 510 MADISON AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2125065938 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-06-07 0 0001703785 Sitio Royalties Corp. STR 0001891228 Lockshin Noam 1401 LAWRENCE STREET, SUITE 1750 DENVER CO 80202 1 0 0 0 No securities are beneficially owned 0 D On June 7, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated January 11, 2022, by and among Sitio Royalties Corp., a Delaware corporation (f/k/a Falcon Minerals Corporation, the "Issuer"), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (f/k/a Falcon Minerals Operating Partnership, LP, "Sitio OpCo"), Ferrari Merger Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of Sitio OpCo ("Merger Sub"), and DPM HoldCo, LLC, a Delaware limited liability company ("Desert Peak"), Merger Sub merged with and into Desert Peak (the "Merger"), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of Sitio OpCo. As of the effective time of the Merger, the reporting person was appointed to the board of directors of the Issuer. (Continued from Footnote 1) This report reflects the beneficial ownership of the reporting person at the time of appointment and does not include any securities (if any) to be received by the reporting person upon consummation of the Merger or otherwise to be received by the reporting person in connection with or immediately following such consummation. The reporting person will file a Form 4 reflecting any acquisition or disposition of the Issuer's securities in connection with transactions contemplated by the Merger Agreement. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Noam Lockshin, by Brett S. Riesenfeld as Attorney-in-Fact 2022-06-08 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
                               POWER OF ATTORNEY
                 FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
                 FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints Brett S. Riesenfeld and Carrie
L. Osicka, with full power of substitution, as the undersigned's true and
lawful attorney-in-fact to:

        (1)   Execute for an on behalf of the undersigned a Form ID (including
              amendments thereto), or any other forms prescribed by the
              Securities and Exchange Commission, that may be necessary to
              obtain codes and passwords enabling the undersigned to make
              electronic filings with the Securities and Exchange Commission of
              the forms referenced in clause (2) below;

        (2)   Execute for and on behalf of the undersigned any (a) Form 3, Form
              4 and Form 5 (including amendments thereto) in accordance with
              Section 16(a) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act"), (b) Form 144 (including amendments thereto)
              and (c) Schedule 13D and Schedule 13G (including amendments
              thereto) in accordance with Sections 13(d) and 13(g) of the
              Exchange Act, but only to the extent each form or schedule
              relates to the undersigned's beneficial ownership of securities
              of Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation, the
              "Company") or any of its subsidiaries;

        (3)   Do and perform any and all acts for and on behalf of the
              undersigned that may be necessary or desirable to complete and
              execute any Form ID, Form 3, Form 4, Form 5, Form 144, Schedule
              13D or Schedule 13G (including amendments thereto) and timely
              file the forms or schedules with the Securities and Exchange
              Commission and any stock exchange or quotation system, self-
              regulatory association or any other authority, and provide a copy
              as required by law or advisable to such persons as the attorney-
              in-fact deems appropriate; and

        (4)   Take any other action in connection with the foregoing that, in
              the opinion of the attorney-in-fact, may be of benefit to, in the
              best interest of or legally required of the undersigned, it being
              understood that the documents executed by the attorney-in-fact on
              behalf of the undersigned pursuant to this Power of Attorney
              shall be in the form and shall contain the terms and conditions
              as the attorney-in-fact may approve in the attorney-in-fact's
              discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done
in the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers granted herein.
The undersigned acknowledges that the attorney-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming (nor is the
Company assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act.

The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless the Company and the attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the
lack of timeliness in the delivery of information by or at the direction of the
undersigned, to the attorney-in fact for purposes of executing, acknowledging,
delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D
or Schedule 13G (including amendments thereto) and agrees to reimburse the
Company and the attorney-in-fact on demand for any legal or other expenses
reasonably incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the attorney-in-fact. This Power of Attorney does not revoke any
other power of attorney that the undersigned has previously granted.

                          [Signature Page Follows]

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the date written below.

Dated: June 8, 2022

                                   /s/ Noam Lockshin
                                   -----------------------------------------
                                   Name: Noam Lockshin