SC 13D 1 formsc13d.htm Horizon Kinetics LLC: Form SC 13D - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No._____)

(Name of Issuer)

Texas Pacific Land Corporation

(Title of Class of Securities)

Common Stock

(CUSIP Number)

88262P102

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

Jay Kesslen

c/o Horizon Kinetics LLC

470 Park Avenue South

New York, NY 10016

(Date of Event which Requires Filing of this Statement)

January 12, 2021

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.  Names of Reporting Persons.

Horizon Kinetics Asset Management LLC

13-3776334

2.  Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

 

3.  SEC Use Only

4.  Source of Funds

WC

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

6.  Citizenship or Place of Organization

Delaware

 

 

  Number of Shares

  Beneficially

  Owned by

  Each Reporting

  Person With:

 

 

7.  Sole Voting Power

1,594,617

 

8.  Shared Voting Power

 

 

9.  Sole Dispositive Power

  1,594,617

 

10.  Shared Dispositive Power

 

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,594,617

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

☐

13.  Percent of Class Represented by Amount in Row (11)

  20.56

14.  Type of Reporting Person

IA

ITEM 1. SECURITY AND ISSUER

This statement relates to the Common Stock ("Shares") of Texas Pacific Land Corporation ("TPL").  The address of TPL's principal executive office is 1700 Pacific Avenue, Suite 2770, Dallas, Texas 75201.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Horizon Kinetics Asset Management LLC ("Horizon") a Delaware limited liability company and a wholly owned subsidiary of Horizon Kinetics LLC (collectively, "Horizon Kinetics"). Horizon Kinetics maintains a principal business address of 470 Park Avenue South, New York, New York 10016.  Neither Horizon Kinetics nor any of its executive officers have, in the last 5 years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Horizon Kinetics, through its registered investment adviser, Horizon, acts as a discretionary investment manager on behalf of its clients, who maintain beneficial interest in TPL.  In addition, Horizon Kinetics and its principals maintain ownership of TPL by virtue of investments in certain accounts, including proprietary accounts.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Horizon Kinetics has acquired Shares of TPL for investment purposes from time to time for more than twenty years on behalf of both its clients as well as its own interest.  Horizon Kinetics used client assets to purchase Shares on behalf of its clients, and its own working capital to purchase shares for its proprietary accounts, which has included funds deposited by its personnel. 

ITEM 4. PURPOSE OF TRANSACTION

Horizon Kinetics has purchased Shares for investment purposes and may purchase additional shares for the same purpose. 

On January 11, 2021, in accordance with the plan of corporate reorganization approved on March 20, 2020 by the Trustees of Texas Pacific Land Trust (the "Trust") to reorganize the Trust into Texas Pacific Land Corporation ("TPL Corporation"), a wholly owned subsidiary of the Trust, the Trust distributed all of the shares of common stock, par value $0.01, of TPL Corporation to holders of Shares, on a pro rata basis in accordance with their interests in the Trust. In connection therewith, Murray Stahl CEO and CIO of Horizon Kinetics was appointed to the Board as of the same date. Pursuant to the Stockholders' Agreement dated June 11, 2020, Horizon Kinetics has agreed to vote all of their shares of common stock at each annual or special meeting of stockholders (or in any action by written consent of stockholders) of TPL in accordance with the Board's recommendations, subject to certain exceptions (see, Stockholders’ Agreement )

Horizon Kinetics intends to review their investment in the Shares on a continuing basis. Depending on various factors including, without limitation, TPL's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, Horizon Kinetics may in the future take such actions with respect to their investment in TPL as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Percentages of the Shares outstanding reported are calculated based upon the 7,756,156 Shares outstanding as of October 30, 2020, as reported in Texas Pacific Land Trust's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by TPL with the SEC on November 5, 2020.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon, on behalf of its clients, including its proprietary accounts may be found in rows 11 and 13 of the cover page, which is hereby incorporated by reference.

This Schedule 13D does not include approximately 24,770 Shares of TPL held personally by senior portfolio managers of Horizon Kinetics. The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon with respect to its proprietary accounts.  Transactions effected by Horizon in the last 60 days are as listed below.  All sales were the result of a client direction or account limitation, and no sales were made in any proprietary account. 


Name of Reporting Person

Date of Transaction

Buy/Sale

Aggregate Amount of Securities

Average Price Per Share

Horizon Kinetics Asset Management LLC

11/16/2020

Buy

121

 

579.99

 

Horizon Kinetics Asset Management LLC

11/16/2020

Sale

174

 

576.15

 

Horizon Kinetics Asset Management LLC

11/17/2020

Buy

142

 

583.01

 

Horizon Kinetics Asset Management LLC

11/17/2020

Sale

176

 

582.21

 

Horizon Kinetics Asset Management LLC

11/18/2020

Buy

116

 

581.59

 

Horizon Kinetics Asset Management LLC

11/20/2020

Buy

404

 

579.17

 

Horizon Kinetics Asset Management LLC

11/20/2020

Sale

270

 

575.63

 

Horizon Kinetics Asset Management LLC

11/24/2020

Buy

10

 

630.00

 

Horizon Kinetics Asset Management LLC

11/24/2020

Sale

5

 

618.05

 

Horizon Kinetics Asset Management LLC

11/25/2020

Buy

111

 

622.98

 

Horizon Kinetics Asset Management LLC

11/25/2020

Sale

110

 

617.34

 

Horizon Kinetics Asset Management LLC

11/27/2020

Buy

160

 

591.87

 

Horizon Kinetics Asset Management LLC

11/27/2020

Sale

129

 

591.23

 

Horizon Kinetics Asset Management LLC

11/30/2020

Buy

108

 

609.92

 

Horizon Kinetics Asset Management LLC

11/30/2020

Sale

113

 

609.92

 

Horizon Kinetics Asset Management LLC

12/1/2020

Buy

116

 

 

614.01

 


Horizon Kinetics Asset Management LLC

12/1/2020

Sale

121

 

614.01

 

Horizon Kinetics Asset Management LLC

12/2/2020

Buy

122

 

620.20

 

Horizon Kinetics Asset Management LLC

12/2/2020

Sale

130

 

620.16

 

Horizon Kinetics Asset Management LLC

12/3/2020

Buy

189

 

640.52

 

Horizon Kinetics Asset Management LLC

12/3/2020

Sale

204

 

639.79

 

Horizon Kinetics Asset Management LLC

12/4/2020

Buy

187

 

669.96

 

Horizon Kinetics Asset Management LLC

12/4/2020

Sale

192

 

669.96

 

Horizon Kinetics Asset Management LLC

12/7/2020

Buy

167

 

669.39

 

Horizon Kinetics Asset Management LLC

12/7/2020

Sale

176

 

669.39

 

Horizon Kinetics Asset Management LLC

12/8/2020

Buy

167

 

672.00

 

Horizon Kinetics Asset Management LLC

12/8/2020

Sale

305

 

668.83

 

Horizon Kinetics Asset Management LLC

12/9/2020

Buy

167

 

682.88

 

Horizon Kinetics Asset Management LLC

12/9/2020

Sale

452

 

677.60

 

Horizon Kinetics Asset Management LLC

12/10/2020

Buy

167

 

693.02

 

Horizon Kinetics Asset Management LLC

12/10/2020

Sale

172

 

693.02

 

Horizon Kinetics Asset Management LLC

12/11/2020

Buy

156

 

692.00

 

Horizon Kinetics Asset Management LLC

12/11/2020

Sale

201

 

692.00

 

Horizon Kinetics Asset Management LLC

12/14/2020

Buy
  

106

684.00


Horizon Kinetics Asset Management LLC

12/14/2020

Sale

280
  

679.38

Horizon Kinetics Asset Management LLC

12/15/2020

Buy

111
  

700.00

Horizon Kinetics Asset Management LLC

12/15/2020

Sale

163

 

699.15

Horizon Kinetics Asset Management LLC

12/16/2020

Buy

110
  

719.90

Horizon Kinetics Asset Management LLC

12/16/2020

Sale

266
  

712.81

Horizon Kinetics Asset Management LLC

12/17/2020

Buy

190
  

723.53

Horizon Kinetics Asset Management LLC

12/17/2020

Sale

195
  

723.53

Horizon Kinetics Asset Management LLC

12/18/2020

Buy

108
  

740.62

Horizon Kinetics Asset Management LLC

12/18/2020

Sale

118
  

740.62

Horizon Kinetics Asset Management LLC

12/21/2020

Buy

286
  

724.50

Horizon Kinetics Asset Management LLC

12/21/2020

Sale

1040
  

729.25

Horizon Kinetics Asset Management LLC

12/22/2020

Buy

119
  

700.00

Horizon Kinetics Asset Management LLC

12/22/2020

Sale

248
  

709.31

Horizon Kinetics Asset Management LLC

12/23/2020

Buy

223
  

698.33

Horizon Kinetics Asset Management LLC

12/23/2020

Sale

228
  

698.55

Horizon Kinetics Asset Management LLC

12/24/2020

Buy

1061
  

693.06

Horizon Kinetics Asset Management LLC

12/24/2020

Sale

1106
  

692.51

Horizon Kinetics Asset Management LLC

12/28/2020

Buy

111
  

694.00


Horizon Kinetics Asset Management LLC

12/28/2020

Sale

112
  

694.00

Horizon Kinetics Asset Management LLC

12/29/2020

Buy

116
  

686.06

Horizon Kinetics Asset Management LLC

12/29/2020

Sale

121
  

686.06

Horizon Kinetics Asset Management LLC

12/30/2020

Buy

109
  

723.49

Horizon Kinetics Asset Management LLC

12/30/2020

Sale

129
  

721.59

Horizon Kinetics Asset Management LLC

12/31/2020

Buy

191
  

727.00

Horizon Kinetics Asset Management LLC

12/31/2020

Sale

196
  

727.00

Horizon Kinetics Asset Management LLC

1/4/2021

Buy

93
  

756.56

Horizon Kinetics Asset Management LLC

1/4/2021

Sale

136
  

756.03

Horizon Kinetics Asset Management LLC

1/5/2021

Buy

90
  

795.00

Horizon Kinetics Asset Management LLC

1/5/2021

Sale

107
  

793.43

Horizon Kinetics Asset Management LLC

1/6/2021

Buy

123
  

793.02

Horizon Kinetics Asset Management LLC

1/6/2021

Sale

236
  

793.60

Horizon Kinetics Asset Management LLC

1/7/2021

Buy

103
  

778.68

Horizon Kinetics Asset Management LLC

1/7/2021

Sale

108
  

778.68

Horizon Kinetics Asset Management LLC

1/8/2021

Buy

118
  

801.00

Horizon Kinetics Asset Management LLC

1/8/2021

Sale

123
  

801.00

Horizon Kinetics Asset Management LLC

1/11/2021

Buy

107
  

869.50

Horizon Kinetics Asset Management LLC

1/11/2021

Sale

127
  

864.20


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Pursuant to the Stockholders' Agreement dated June 11, 2020, Horizon Kinetics has agreed to vote all of their shares of common stock at each annual or special meeting of stockholders (or in any action by written consent of stockholders) of TPL in accordance with the Board's recommendations, subject to certain exceptions (see, Stockholders’ Agreement)

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

There are no materials to be filed as exhibits.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 12, 2021             

/s/ Jay Kesslen                                           

Jay Kesslen

General Counsel

Horizon Kinetics LLC
Horizon Kinetics Asset Management LLC