SC 13D/A 1 formsc13da.htm Horizon Kinetics LLC: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)

(Name of Issuer)

Texas Pacific Land Trust

(Title of Class of Securities)

Sub-share Certificates

(CUSIP Number)

882610108

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)

March 6, 2020

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. [X]

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

    1,748,755

 

8.  Shared Voting Power

 

 

9.  Sole Dispositive Power

  1,748,755

 

10.  Shared Dispositive Power

 

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

1,748,755

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

[   ]

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

  22.5

14.  Type of Reporting Person

IA



This Amendment No. 8 to the Schedule 13D (this "Amendment No. 8") relates to the sub-share certificates of proprietary interests (the "Shares") of Texas Pacific Land Trust ("TPL") and amends the Schedule 13D Amendment 7 filed on February 21, 2020 (the "Schedule 13D 7" and, together with this Amendment No. 8, the "Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 8 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 8 is being filed by Horizon Kinetics Asset Management LLC ("Horizon") a Delaware limited liability company, a wholly owned subsidiary of Horizon Kinetics LLC.

This Amendment No. 8 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is amended by adding the following:

On March 6, 2020, certain of the Reporting Persons entered into an amendment (the "Second Amendment") to the Settlement Agreement pursuant to which the Decision Period (as defined in the Settlement Agreement) was extended through March 20, 2020.

The foregoing description of the Amendment is qualified by the full text of such agreement, which is attached hereto as Exhibit 7 and is incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is amended by adding the following:

Percentages of the Shares outstanding reported in this Amendment No. 8 are calculated based upon the 7,756,156 Shares outstanding as of January 31, 2020, as reported in TPL's Quarterly Report on Form 10-K for the quarterly period ended December 31, 2019, filed by TPL with the SEC on February 27, 2020.

As a result of the Cooperation Agreement, Horizon, the SoftVest Reporting Persons and Tessler Reporting Persons may be deemed to have formed a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Act. The Shares reported in this Schedule 13D do not include security interests owned by SoftVest Reporting Persons and Tessler Reporting Persons who have filed a separate Schedule 13D.  Horizon assumes no responsibility for the information contained in any such Schedule 13D or any amendment thereto.

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 23,362 Shares of TPL held personally by senior portfolio managers of Horizon and their families.  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

1/9/2020

Buy

336

813.35

Horizon Kinetics Asset Management LLC

1/9/2020

Sale

873

819.02

Horizon Kinetics Asset Management LLC

1/10/2020

Buy

256

808.52

Horizon Kinetics Asset Management LLC

1/10/2020

Sale

403

804.40

Horizon Kinetics Asset Management LLC

1/13/2020

Buy

251

804.62

Horizon Kinetics Asset Management LLC

1/13/2020

Sale

387

801.31

Horizon Kinetics Asset Management LLC

1/14/2020

Buy

317

799.24

Horizon Kinetics Asset Management LLC

1/14/2020

Sale

409

799.70

Horizon Kinetics Asset Management LLC

1/15/2020

Buy

300

795.92

Horizon Kinetics Asset Management LLC

1/15/2020

Sale

708

798.91

Horizon Kinetics Asset Management LLC

1/16/2020

Buy

238

794.90

Horizon Kinetics Asset Management LLC

1/16/2020

Sale

548

792.26

Horizon Kinetics Asset Management LLC

1/17/2020

Buy

259

792.86

Horizon Kinetics Asset Management LLC

1/17/2020

Sale

550

792.87

Horizon Kinetics Asset Management LLC

1/21/2020

Buy

229

781.94

Horizon Kinetics Asset Management LLC

1/21/2020

Sale

5,477

791.79

Horizon Kinetics Asset Management LLC

1/22/2020

Buy

242

766.80




Horizon Kinetics Asset Management LLC

1/22/2020

Sale

449

770.73

Horizon Kinetics Asset Management LLC

1/23/2020

Buy

308

757.54

Horizon Kinetics Asset Management LLC

1/23/2020

Sale

470

756.44

Horizon Kinetics Asset Management LLC

1/24/2020

Buy

244

751.31

Horizon Kinetics Asset Management LLC

1/24/2020

Sale

440

745.74

Horizon Kinetics Asset Management LLC

1/27/2020

Buy

235

735.13

Horizon Kinetics Asset Management LLC

1/27/2020

Sale

658

740.46

Horizon Kinetics Asset Management LLC

1/28/2020

Buy

229

745.55

Horizon Kinetics Asset Management LLC

1/28/2020

Sale

818

744.47

Horizon Kinetics Asset Management LLC

1/29/2020

Buy

303

742.00

Horizon Kinetics Asset Management LLC

1/29/2020

Sale

510

744.24

Horizon Kinetics Asset Management LLC

1/30/2020

Buy

283

726.50

Horizon Kinetics Asset Management LLC

1/30/2020

Sale

488

729.62

Horizon Kinetics Asset Management LLC

1/31/2020

Buy

234

755.71

Horizon Kinetics Asset Management LLC

1/31/2020

Sale

800

742.37

Horizon Kinetics Asset Management LLC

2/3/2020

Buy

329

750.00

Horizon Kinetics Asset Management LLC

2/3/2020

Sale

739

750.17




Horizon Kinetics Asset Management LLC

2/4/2020

Buy

229

780.04

Horizon Kinetics Asset Management LLC

2/4/2020

Sale

836

773.53

Horizon Kinetics Asset Management LLC

2/5/2020

Buy

229

801.07

Horizon Kinetics Asset Management LLC

2/5/2020

Sale

686

799.73

Horizon Kinetics Asset Management LLC

2/6/2020

Buy

52

804.12

Horizon Kinetics Asset Management LLC

2/6/2020

Sale

244

802.59

Horizon Kinetics Asset Management LLC

2/7/2020

Buy

124

802.10

Horizon Kinetics Asset Management LLC

2/7/2020

Sale

650

799.81

Horizon Kinetics Asset Management LLC

2/10/2020

Buy

161

777.46

Horizon Kinetics Asset Management LLC

2/10/2020

Sale

283

785.79

Horizon Kinetics Asset Management LLC

2/11/2020

Buy

127

782.32

Horizon Kinetics Asset Management LLC

2/11/2020

Sale

182

784.49

Horizon Kinetics Asset Management LLC

2/12/2020

Buy

123

787.75

Horizon Kinetics Asset Management LLC

2/12/2020

Sale

790

786.81

Horizon Kinetics Asset Management LLC

2/13/2020

Buy

134

783.50

Horizon Kinetics Asset Management LLC

2/13/2020

Sale

483

781.12

Horizon Kinetics Asset Management LLC

2/14/2020

Buy

137

770.07

Horizon Kinetics Asset Management LLC

2/14/2020

Sale

827

770.58




Horizon Kinetics Asset Management LLC

2/18/2020

Buy

58

767.62

Horizon Kinetics Asset Management LLC

2/18/2020

Sale

221

759.33

Horizon Kinetics Asset Management LLC

2/19/2020

Buy

117

772.70

Horizon Kinetics Asset Management LLC

2/19/2020

Sale

493

770.49

Horizon Kinetics Asset Management LLC

2/20/2020

Buy

52

775.17

Horizon Kinetics Asset Management LLC

2/20/2020

Sale

354

775.16

Horizon Kinetics Asset Management LLC

2/21/2020

Buy

53

775.98

Horizon Kinetics Asset Management LLC

2/21/2020

Sale

150

771.44

Horizon Kinetics Asset Management LLC

2/24/2020

Buy

68

754.04

Horizon Kinetics Asset Management LLC

2/24/2020

Sale

374

754.63

Horizon Kinetics Asset Management LLC

2/25/2020

Buy

114

758.94

Horizon Kinetics Asset Management LLC

2/25/2020

Sale

202

747.89

Horizon Kinetics Asset Management LLC

2/26/2020

Buy

133

710.79

Horizon Kinetics Asset Management LLC

2/26/2020

Sale

403

721.46

Horizon Kinetics Asset Management LLC

2/27/2020

Buy

128

678.20

Horizon Kinetics Asset Management LLC

2/27/2020

Sale

330

686.88

Horizon Kinetics Asset Management LLC

2/28/2020

Buy

153

695.28




Horizon Kinetics Asset Management LLC

2/28/2020

Sale

362

681.04

Horizon Kinetics Asset Management LLC

3/2/2020

Buy

488

690.90

Horizon Kinetics Asset Management LLC

3/2/2020

Sale

539

691.16

Horizon Kinetics Asset Management LLC

3/3/2020

Buy

162

671.08

Horizon Kinetics Asset Management LLC

3/3/2020

Sale

194

671.59

Horizon Kinetics Asset Management LLC

3/4/2020

Buy

242

673.22

Horizon Kinetics Asset Management LLC

3/4/2020

Sale

287

674.66

Horizon Kinetics Asset Management LLC

3/5/2020

Buy

264

655.81

Horizon Kinetics Asset Management LLC

3/5/2020

Sale

361

654.86

Horizon Kinetics Asset Management LLC

3/6/2020

Buy

281

622.09

Horizon Kinetics Asset Management LLC

3/6/2020

Sale

289

621.81

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended by adding the following:

The response to Item 4 of this Amendment No. 8 is incorporated herein by reference.


Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

 Exhibit Number

 

Description of Exhibits

7.

 

Second Amendment to Settlement Agreement dated March 6, 2020.



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: March 9, 2020

/s/ Jay Kesslen                                           

Jay Kesslen

General Counsel

Horizon Kinetics LLC

Horizon Kinetics Asset Management LLC


Exhibit 7

Second Amendment to Settlement Agreement

This Second Amendment to Settlement Agreement, dated March 6, 2020 (this "Amendment"), is by and among Eric L. Oliver, SoftVest, L.P., SoftVest Advisors, LLC, Murray Stahl, Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC (f/k/a Horizon Asset Management LLC), Allan R. Tessler, ART-FGT Family Partners Limited, and Tessler Family Limited Partnership (collectively, the "Investor Group"), on the one hand, and Texas Pacific Land Trust (the "Trust"), John R. Norris III and David E. Barry, on the other hand (each, a "Party" and collectively, the "Parties").

RECITALS

WHEREAS, the Parties previously entered into that certain Settlement Agreement, dated July 30, 2019 (the "Settlement Agreement");

WHEREAS, the Conversion Exploration Committee of the Trust recommended a plan of conversion on January 20, 2020;

WHEREAS, the Parties entered into that certain First Amendment to Settlement Agreement, dated February 20, 2020; and

WHEREAS, the Parties desire hereby to amend the Settlement Agreement in the manner set forth herein.

 NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The last sentence of Item 5 of the Settlement Agreement is hereby amended and restated in its entirety as follows:

"Notwithstanding anything to the contrary in this Agreement, the Decision Period shall extend through March 20, 2020."

2. This Amendment modifies the Settlement Agreement only to the extent set forth herein.  Except as specifically amended by this Amendment, the Settlement Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed. 

3. The construction and interpretation of this Amendment shall be exclusively governed by the laws of the State of Texas, without giving effect to its conflict of law rules.

4. This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties hereto and delivered to each of the other Parties hereto. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail in portable document format (pdf) shall be equally as effective as delivery of an original executed counterpart of this Amendment.

5. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors, parents, affiliates, subsidiaries, officers, trustees, directors, partners, employees, and permitted assigns.

[SIGNATURE PAGES FOLLOW]


IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment or caused the same to be executed by its duly authorized representative as of the date first above written.

 

 

TEXAS PACIFIC LAND TRUST

 

 

 

 

 

 

 

By:

/s/ David E. Barry

 

 

 

Name: David E. Barry

 

 

 

Title:  Trustee


 

 

By:

/s/ John R. Norris, III

 

 

 

Name: John R. Norris, III

 

 

 

Title:  Trustee



IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment or caused to the same to be executed by its duly authorized representative as of the date first above written.

 

 

THE INVESTOR GROUP

 

 

 

HORIZON KINETICS LLC

 

 

By:

/s/ Jay Kesslen

 

 

 

Name: Jay Kesslen

 

 

 

Title:  General Counsel


 

 

SOFTVEST ADVISORS, LLC

 

 

 

By:

/s/ Eric L. Oliver

 

 

 

Name: Eric L. Oliver

 

 

 

Title:  President


 

 

ART-FGT FAMILY PARTNERS LIMITED

By: TESSLER FMC LLC, its general partner

 

 

 

By:

/s/ Andrea Tessler

 

 

 

Name: Andrea Tessler

 

 

 

Title:  Manager


 

 

TESSLER FAMILY LIMITED PARTNERSHIP

By: APRES VOUS LLC, its general partner

 

 

 

By:

/s/ Andrea Tessler

 

 

 

Name: Andrea Tessler

 

 

 

Title:  Manager