0000899243-23-000384.txt : 20230103 0000899243-23-000384.hdr.sgml : 20230103 20230103182803 ACCESSION NUMBER: 0000899243-23-000384 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221229 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Norris Jim CENTRAL INDEX KEY: 0001930400 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41585 FILM NUMBER: 23503785 MAIL ADDRESS: STREET 1: 1401 LAWRENCE STREET STREET 2: SUITE 1750 CITY: DENVER STATE: CO ZIP: 80202 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-12-29 0 0001949543 Sitio Royalties Corp. STR 0001930400 Norris Jim C/O SITIO ROYALTIES CORP. 1401 LAWRENCE STREET, SUITE 1750 DENVER CO 80202 0 1 0 0 See Remarks. No securities are beneficially owned 0 D On December 29, 2022, pursuant to an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"), dated as of September 6, 2022, by and among Sitio Royalties Corp., a wholly owned subsidiary of Old Sitio (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, a subsidiary of Old Sitio ("Opco LP"), Brigham Minerals, Inc. ("Brigham"), Brigham Minerals Holdings, LLC, a subsidiary of Brigham ("Opco LLC"), Snapper Merger Sub IV, Inc., a wholly owned subsidiary of the Issuer, Snapper Merger Sub V, Inc., a wholly owned subsidiary of the Issuer, and Snapper Merger Sub II, LLC, a wholly owned subsidiary of Opco LP, Old Sitio acquired Brigham in an all-stock transaction through a series of mergers (the "Transaction"). (Continued from Footnote 1) As a result of the Transaction, Old Sitio and Brigham became direct wholly owned subsidiaries of the Issuer, which was renamed "Sitio Royalties Corp." and Opco LLC became a wholly owned subsidiary of Opco LP. In connection with the consummation of the Transaction, the reporting person was appointed as Vice President and Chief Accounting Officer of the Issuer. 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 Transaction 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 the transactions contemplated by the Merger Agreement. See Exhibit 24 - Power of Attorney. Vice President, Chief Accounting Officer. No securities are beneficially owned. /s/ Jim Norris, by Brett S. Riesenfeld as Attorney-in-Fact 2022-01-03 EX-24 2 attachment1.htm EX-24 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 and 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 Snapper Merger Sub I, Inc., 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: January 2, 2023

                                   /s/ Jim Norris
                                   -------------------------------
                                   Name: Jim Norris