| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TXO Energy Partners, L.P. [ TXO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Units | 01/31/2023 | C | 1,065,798 | A | (1) | 2,561,530(2)(3) | I | By MorningStar Partners II, L.P. | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series 5 Preferred Units | (1) | 01/31/2023 | C | 207.6316 | (1) | 10/15/2024 | Common Units | 1,065,798 | $0 | 0 | I | See footnotes(4)(5)(6) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Immediately prior to the closing of the Issuer's initial public offering, the Issuer's Series 5 preferred units automatically converted into common units of the Issuer. |
| 2. Reflects securities acquired in a transaction exempt from reporting pursuant to Rule 16a-13. |
| 3. Reflects the number of common units beneficially owned following a 1-for-25.33 reverse unit split effected by the Issuer on January 31, 2023, which was exempt from reporting pursuant to Rule 16a-9. |
| 4. The securities reported include (1) 507,909 common units underlying Series 5 preferred units held by LKCM Investment Partnership, L.P. and (ii) 557,889 common units underlying Series 5 preferred units held by PDLP Morningstar, LLC. |
| 5. LKCM Investment Partnership GP, LLC (LIP GP) is the general partner of LKCM Investment Partnership, L.P. (LIP). LKCM Private Discipline Management, L.P. (PDP GP) is the sole holder of management shares of LKCM Private Discipline Master Fund, SPC (PDP). PDLP Morningstar, LLC (PDLP Morningstar) is a wholly owned subsidiary of PDP. Luther King Capital Management Corporation (LKCM) serves as the investment adviser to each of LIP and PDP. J. Luther King, Jr. serves as the President of LKCM. |
| 6. LKCM has voting and investment power over the securities beneficially owned by each of LIP and PDP. Accordingly, each of J. Luther King, Jr. and LKCM may be deemed to be the beneficial owners of the Series 5 preferred units held by each of LIP and PDP, but each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| Jacob D. Smith, Principal and General Counsel for Luther King Capital Management Corporation | 02/02/2023 | |
| Jacob D. Smith, Principal and General Counsel for LKCM Private Discipline Master Fund, SPC | 02/02/2023 | |
| Jacob D. Smith, Vice President and General Counsel of the General Partner of LKCM Investment Partnership, L.P. | 02/02/2023 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||