SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Norris Jim

(Last)

(First)

(Middle)

1401 LAWRENCE STREET, SUITE 1750

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/30/2023		A		15,313	A	$0.00⁽¹⁾	32,690	D
Class A Common Stock	01/02/2024		F		1,430	D⁽²⁾	$23.63⁽³⁾	31,260	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽⁴⁾	12/30/2023		A		5,104		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,104	$0.00	9,392	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive one share of Sitio Royalties Corp.'s Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs will vest in equal one-third installments on each of the first three anniversaries of December 30, 2023, subject to the reporting person's continuous service through each vesting date.

2. These shares were withheld by Sitio Royalties Corp. to satisfy the tax withholding obligations of the reporting person in connection with the vesting of the first one-third installment of an award of RSUs on December 30, 2023.

3. Represents the closing price of the Common Stock on the date of the tax withholding.

4. Represents performance stock units ("PSUs") granted to the reporting person pursuant to the LTIP in respect of calendar year 2024. Each PSU represents the right to receive one share of Common Stock. The PSUs will be eligible to be earned by the reporting person based on achievement with respect to an annualized absolute total shareholder return performance goal over a three-year performance period beginning with the last 20 trading days of 2023 through the last 20 trading days of 2026, subject to the reporting person's continuous service through the end of such performance period. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 200% of such target number.

Remarks:

Chief Accounting Officer, Treasurer

	/s/ Jim Norris, by Brett S. Riesenfeld as Attorney-in-Fact	01/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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