0000899243-23-000352.txt : 20230103 0000899243-23-000352.hdr.sgml : 20230103 20230103180327 ACCESSION NUMBER: 0000899243-23-000352 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: Lockshin Noam CENTRAL INDEX KEY: 0001891228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38158 FILM NUMBER: 23503661 MAIL ADDRESS: STREET 1: 1144 15TH STREET STREET 2: SUITE 2650 CITY: DENVER STATE: CO ZIP: 80202 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 0001891228 Lockshin Noam 1401 LAWRENCE STREET, 1750 DENVER CO 80202 1 0 0 0 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. Pursuant to the Merger Agreement, effective as of the First Effective Time and in connection with the consummation of the Sitio Merger, each outstanding restricted stock unit (including deferred share units) subject solely to time-based vesting and denominated in Sitio Class A Common Stock (collectively, the "Old Sitio RSUs") was cancelled and converted into an equivalent restricted stock unit (collectively, the "New Sitio RSUs"), on the same terms and conditions (including as to vesting and forfeiture) as were applicable under the Old Sitio RSUs, (Continued from Footnote 4) each of which represents a contingent right to receive the 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 RSUs immediately prior to the First Effective Time. As used herein, the term "RSUs" refers to (i) Old Sitio RSUs prior to the First Effective Time and (ii) New Sitio RSUs following the First Effective Time, in each case, unless the context requires otherwise. Represents Old Sitio RSUs granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "Old Sitio LTIP") in the form of deferred share units (the "Old Sitio DSUs"), which were cancelled and converted into New Sitio RSUs in the form of deferred share units in connection with the consummation of the Sitio Merger as described above. Each Old Sitio DSU represented a contingent right to receive one share of Class A Common Stock. The Old Sitio DSUs vested or would have vested in four equal quarterly installments over the one-year period following June 7, 2022, subject to the reporting person's continuous service through such date. Following vesting, the shares of Sitio Class A Common Stock underlying the Old Sitio DSUs would have been delivered to the reporting person as soon as administratively practicable following the termination of the reporting person's service relationship with the issuer for any reason. By: /s/ Noam Lockshin, by Brett S. Riesenfeld, Attorney-in-Fact 2023-01-03