0000899243-23-000401.txt : 20230103
0000899243-23-000401.hdr.sgml : 20230103
20230103184736
ACCESSION NUMBER: 0000899243-23-000401
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: Burleson Gayle
CENTRAL INDEX KEY: 0001706715
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41585
FILM NUMBER: 23503841
MAIL ADDRESS:
STREET 1: ONE CONCHO CENTER
STREET 2: 600 WEST ILLINOIS AVENUE
CITY: MIDLAND
STATE: TX
ZIP: 79701
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sitio Royalties Corp.
CENTRAL INDEX KEY: 0001949543
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 884140242
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: Snapper Merger Sub I, Inc.
DATE OF NAME CHANGE: 20221004
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-29
0
0001949543
Sitio Royalties Corp.
STR
0001706715
Burleson Gayle
1401 LAWRENCE STREET, SUITE 1750
DENVER
CO
80202
1
0
0
0
Class A Common Stock
2022-12-29
4
A
0
8389
A
8389
D
On December 29, 2022 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (as amended from time to time, the "Merger Agreement"), by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP ("Opco LP"), MNRL Sub Inc. (f/k/a Brigham Minerals, Inc., "MNRL"), Brigham Minerals Holdings, LLC ("Opco LLC"), Snapper Merger Sub IV, Inc. ("MNRL Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and Snapper Merger Sub II, LLC, the Issuer acquired MNRL in an all-stock transaction through a series of mergers (collectively, the "Transaction") including the merger of MNRL Merger Sub with and into MNRL (the "MNRL Merger"), with MNRL surviving as a wholly owned subsidiary of the Issuer. Old Sitio and MNRL became direct wholly owned subsidiaries of the Issuer as a result of the Transaction.
Pursuant to the Merger Agreement, at the effective time of the MNRL Merger (the "Effective Time"), (i) each share of Class A common stock, par value $0.01 per share, of MNRL (the "MNRL Class A Common Stock"), issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.133 fully-paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") and (ii) each outstanding award of time-based restricted stock units (each, an "RSU Award") of MNRL vested in full immediately prior to the Effective Time and the shares subject to such RSU Award were treated as shares of MNRL Class A Common Stock for purposes of the Merger Agreement, which means that such shares were converted into the right to receive 1.133 shares of the Issuer's Class A Common Stock. On December 28, 2022 (the day prior to the Closing Date), the closing price of one share of MNRL Class A Common Stock was $32.50.
/s/ Gayle Burleson, by Brett S. Riesenfeld as Attorney-in-Fact
2023-01-03