SC 13D 1 sch13d-tpl.htm SC 13D 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 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 7, 2016

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.
Kinetics Advisers, LLC
13-4121163
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
New York
Number of Shares
Beneficially
Owned by
Each Reporting
Person With: 		7. Sole Voting Power
54,462
 
8. Shared Voting Power
 
9. Sole Dispositive Power
54,462
 
10. Shared Dispositive Power
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
54,462
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
0.7%
14. Type of Reporting Person
IA


1. Names of Reporting Persons.
Horizon 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
645,772
 
8. Shared Voting Power
 
9. Sole Dispositive Power
645,772
 
10. Shared Dispositive Power
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
645,772
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
8.0%
14. Type of Reporting Person
IA


1. Names of Reporting Persons.
Kinetics Asset Management LLC
13-3878346
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
946,567
 
8. Shared Voting Power
 
9. Sole Dispositive Power
946,567
 
10. Shared Dispositive Power
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
946,567
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
11.7%
14. Type of Reporting Person
IA


1. Names of Reporting Persons.
Horizon Kinetics LLC
45-0642972
2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO
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
 
8. Shared Voting Power
1,646,801
 
9. Sole Dispositive Power
 
10. Shared Dispositive Power
1,646,801
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,801
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
20.3%
14. Type of Reporting Person
OO

ITEM 1. SECURITY AND ISSUER

This statement relates to the sub-share certificates of proprietary interests (“Shares”) of Texas Pacific Land Trust (“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 LLC, a Delaware limited liability company and parent company to registered investment advisers Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC, (collectively, “Horizon Kinetics”), all of which maintain 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 advisers, 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. The aggregate purchase price of the Shares collectively purchased by the Reporting Persons was approximately $247 million.

ITEM 4. PURPOSE OF TRANSACTION

Horizon Kinetics has purchased Shares for investment purposes and may purchase additional shares for the same purpose. Except as described above, none of the Reporting Persons currently has any other plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)     The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon Asset Management LLC, 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.

(b)     The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Kinetics Asset Management LLC, 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.

(c)     The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Kinetics Advisers, LLC, 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 5,885 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 Kinetics with respect to its proprietary accounts. Transactions effected by Horizon Kinetics in the last 60 days are as follows:

Name of Reporting Person Date of Transaction Buy/Sale Aggregate Amount of Shares Average Price Per Share
Horizon Asset Management LLC 1/4/2016 Sale 150 $124.28
Horizon Asset Management LLC 1/4/2016 Buy 148 $125.52


Horizon Asset Management LLC 1/5/2016 Buy 367 $124.85
Horizon Asset Management LLC 1/5/2016 Sale 161 $123.39
Horizon Asset Management LLC 1/6/2016 Buy 230 $125.50
Horizon Asset Management LLC 1/6/2016 Sale 150 $124.50
Horizon Asset Management LLC 1/7/2016 Buy 142 $124.40
Horizon Asset Management LLC 1/7/2016 Sale 316 $123.61
Horizon Asset Management LLC 1/8/2016 Buy 268 $127.02
Horizon Asset Management LLC 1/8/2016 Sale 300 $126.98
Horizon Asset Management LLC 1/11/2016 Buy 543 $123.79
Horizon Asset Management LLC 1/11/2016 Sale 872 $123.14
Horizon Asset Management LLC 1/12/2016 Buy 344 $120.33
Horizon Asset Management LLC 1/12/2016 Sale 300 $120.85
Horizon Asset Management LLC 1/13/2016 Buy 282 $115.09
Horizon Asset Management LLC 1/13/2016 Sale 702 $114.55
Horizon Asset Management LLC 1/14/2016 Buy 1172 $115.67
Horizon Asset Management LLC 1/14/2016 Sale 348 $116.07
Horizon Asset Management LLC 1/15/2016 Buy 306 $114.72
Horizon Asset Management LLC 1/15/2016 Sale 300 $114.50
Kinetics Asset Management LLC 1/15/2016 Sale 478 $114.05
Kinetics Asset Management LLC 1/19/2016 Buy 1,000 $109.65
Horizon Asset Management LLC 1/19/2016 Buy 645 $110.59
Horizon Asset Management LLC 1/19/2016 Sale 1,440 $109.80
Horizon Asset Management LLC 1/20/2016 Buy 300 $109.36
Kinetics Asset Management LLC 1/20/2016 Buy 960 $109.52
Horizon Asset Management LLC 1/20/2016 Sale 3,225 $109.29
Horizon Asset Management LLC 1/21/2016 Buy 2,388 $123.25
Horizon Asset Management LLC 1/21/2016 Sale 1,582 $122.37
Horizon Asset Management LLC 1/22/2016 Buy 1,312 $126.43


Horizon Asset Management LLC 1/22/2016 Sale 524 $126.10
Kinetics Asset Management LLC 1/22/2016 Buy 100 $126.14
Kinetics Asset Management LLC 1/22/2016 Sale 172 $126.18
Kinetics Advisers, LLC 1/22/2016 Buy 36 $126.14
Horizon Asset Management LLC 1/25/2016 Buy 373 $124.98
Horizon Asset Management LLC 1/25/2016 Sale 460 $123.52
Horizon Asset Management LLC 1/26/2016 Buy 294 $124.66
Horizon Asset Management LLC 1/26/2016 Sale 388 $124.78
Kinetics Asset Management LLC 1/26/2016 Buy 100 $124.75
Kinetics Asset Management LLC 1/26/2016 Sale 129 $124.17
Horizon Asset Management LLC 1/27/2016 Buy 294 $122.44
Horizon Asset Management LLC 1/27/2016 Sale 1,082 $121.52
Horizon Asset Management LLC 1/28/2016 Buy 306 $123.04
Horizon Asset Management LLC 1/28/2016 Sale 300 $121.80
Horizon Asset Management LLC 1/29/2016 Buy 60 $121.95
Horizon Asset Management LLC 1/29/2016 Sale 151 $121.21
Horizon Asset Management LLC 2/1/2016 Buy 60 $122.00
Horizon Asset Management LLC 2/1/2016 Sale 50 $120.01
Horizon Asset Management LLC 2/2/2016 Buy 3,060 $129.85
Horizon Asset Management LLC 2/2/2016 Sale 53 $127.09
Horizon Asset Management LLC 2/3/2016 Buy 228 $130.83
Kinetics Asset Management LLC 2/3/2016 Sale 194 $130.52
Horizon Asset Management LLC 2/4/2016 Buy 1,815 $130.49
Kinetics Asset Management LLC 2/4/2016 Sale 194 $125.58
Horizon Asset Management LLC 2/5/2016 Buy 60 $121.74
Kinetics Asset Management LLC 2/5/2016 Sale 56 $121.55
Horizon Asset Management LLC 2/8/2016 Buy 48 $120.94
Kinetics Asset Management LLC 2/8/2016 Sale 56 $120.12


Horizon Asset Management LLC 2/9/2016 Buy 200 $116.92
Horizon Asset Management LLC 2/9/2016 Sale 383 $116.31
Kinetics Asset Management LLC 2/9/2016 Sale 196 $116.87
Kinetics Advisers, LLC 2/9/2016 Buy 36 $117.00
Horizon Asset Management LLC 2/10/2016 Buy 2,062 $119.86
Horizon Asset Management LLC 2/10/2016 Sale 336 $119.26
Kinetics Asset Management LLC 2/10/2016 Buy 47 $120.62
Kinetics Asset Management LLC 2/10/2016 Sale 128 $119.50
Horizon Asset Management LLC 2/11/2016 Buy 238 $118.06
Kinetics Asset Management LLC 2/11/2016 Sale 144 $116.00
Horizon Asset Management LLC 2/12/2016 Buy 285 $119.18
Kinetics Asset Management LLC 2/12/2016 Sale 144 $118.25
Horizon Asset Management LLC 2/16/2016 Buy 60 $123.30
Kinetics Asset Management LLC 2/16/2016 Buy 27 $123.12
Kinetics Asset Management LLC 2/16/2016 Sale 56 $121.20
Horizon Asset Management LLC 2/17/2016 Buy 487 $125.15
Horizon Asset Management LLC 2/17/2016 Sale 130 $124.65
Kinetics Asset Management LLC 2/17/2016 Sale 124 $124.00
Horizon Asset Management LLC 2/18/2016 Buy 3,200 $127.81
Kinetics Asset Management LLC 2/18/2016 Sale 56 $124.27
Horizon Asset Management LLC 2/19/2016 Buy 2,823 $131.84
Kinetics Asset Management LLC 2/19/2016 Sale 128 $127.85
Horizon Asset Management LLC 2/22/2016 Buy 2,630 $132.28
Kinetics Asset Management LLC 2/22/2016 Buy 22 $132.11
Kinetics Asset Management LLC 2/22/2016 Sale 128 $132.50
Horizon Asset Management LLC 2/23/2016 Buy 2,180 $132.22
Kinetics Asset Management LLC 2/23/2016 Sale 56 $129.20
Horizon Asset Management LLC 2/24/2016 Buy 749 $131.96


Kinetics Asset Management LLC 2/24/2016 Sale 128 $131.01
Horizon Asset Management LLC 2/25/2016 Buy 3,721 $131.44
Kinetics Asset Management LLC 2/25/2016 Sale 56 $130.02
Horizon Asset Management LLC 2/26/2016 Buy 2,328 $131.95
Kinetics Asset Management LLC 2/26/2016 Sale 56 $126.63
Horizon Asset Management LLC 2/29/2016 Buy 1,907 $133.83
Horizon Asset Management LLC 2/29/2016 Sale 247 $131.06
Kinetics Asset Management LLC 2/29/2016 Sale 56 $133.25
Kinetics Advisers, LLC 2/29/2016 Buy 6 $131.95
Horizon Asset Management LLC 3/1/2016 Buy 1,417 $138.80
Horizon Asset Management LLC 3/1/2016 Sale 89 $141.00
Kinetics Asset Management LLC 3/1/2016 Buy 1,566 $140.85
Kinetics Asset Management LLC 3/1/2016 Sale 56 $136.40
Kinetics Advisers, LLC 3/1/2016 Buy 6 $137.74
Horizon Asset Management LLC 3/2/2016 Buy 2,320 $141.76
Horizon Asset Management LLC 3/2/2016 Sale 58 $137.60
Kinetics Asset Management LLC 3/2/2016 Buy 762 $142.10
Kinetics Asset Management LLC 3/2/2016 Sale 58 $137.60
Kinetics Advisers, LLC 3/2/2016 Buy 6 $140.58
Horizon Asset Management LLC 3/3/2016 Buy 1,527 $143.21
Horizon Asset Management LLC 3/3/2016 Sale 58 $142.98
Kinetics Asset Management LLC 3/3/2016 Sale 88 $142.98
Kinetics Advisers, LLC 3/3/2016 Buy 6 $143.09
Horizon Asset Management LLC 3/4/2016 Buy 18,097 $148.40
Horizon Asset Management LLC 3/4/2016 Sale 16,611 $145.43
Kinetics Asset Management LLC 3/4/2016 Sale 144 $141.00
Kinetics Advisers, LLC 3/4/2016 Buy 6 $141.83

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

There are no known contracts, arrangements, understandings or relationships with respect to the Shares of TPL.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Attached as Exhibit 1 is the Joint Filing Agreement applicable to Horizon Kinetics LLC, Horizon Asset Management LLC, Kinetics Asset Management LLC, and Kinetics Advisers, LLC.

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 8, 2016 /s/ Jay Kesslen
  Jay Kesslen
  General Counsel & Chief Compliance Officer
  Horizon Kinetics LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel & Chief Compliance Officer
  Horizon Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel & Chief Compliance Officer
  Kinetics Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel & Chief Compliance Officer
  Kinetics Advisers, LLC

Exhibit 1

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of March 8, 2016.

/s/ Jay Kesslen
Jay Kesslen
General Counsel & Chief Compliance Officer
Horizon Kinetics LLC
 
/s/ Jay Kesslen
Jay Kesslen
General Counsel & Chief Compliance Officer
Horizon Asset Management LLC
 
/s/ Jay Kesslen
Jay Kesslen
General Counsel & Chief Compliance Officer
Kinetics Asset Management LLC
 
/s/ Jay Kesslen
Jay Kesslen
General Counsel & Chief Compliance Officer
Kinetics Advisers, LLC