SC 13D/A 1 sched13da.htm Horizon Kinetics LLC - Schedule 13D/A - 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. 3)

Texas Pacific Land Trust
(Name of Issuer)

Sub-share Certificates
(Title of Class of Securities)

882610108
(CUSIP Number)

Jay Kesslen
c/o Horizon Kinetics LLC
470 Park Avenue South
New York, NY 10016
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 19, 2018
(Date of Event which Requires Filing of this Statement)

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

  7. Sole Voting Power
       42,871
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by    
Each Reporting    
Person With: 9. Sole Dispositive Power
       42,871
     
  10. Shared Dispositive Power
     
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
42,871

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[   ]

   
13.

Percent of Class Represented by Amount in Row (11)
0.5%

   
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
  7. Sole Voting Power
       1,079,087
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by    
Each Reporting    
Person With: 9. Sole Dispositive Power
       1,079,087
     
  10. Shared Dispositive Power
     
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,079,087

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[   ]

   
13.

Percent of Class Represented by Amount in Row (11)
13.8%

   
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
 
  7. Sole Voting Power
       715,093
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by    
Each Reporting    
Person With: 9. Sole Dispositive Power
       715,093
     
  10. Shared Dispositive Power
     
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
715,093

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[   ]

   
13.

Percent of Class Represented by Amount in Row (11)
9.2%

   
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

  7. Sole Voting Power
     
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by      1,837,051
Each Reporting    
Person With: 9. Sole Dispositive Power
     
     
  10.  Shared Dispositive Power
     1,837,051
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,837,051

   
12.

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

   
  

[X]

13.

Percent of Class Represented by Amount in Row (11)
23.5%

   
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 $1.4 billion.

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 10,540 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 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 Asset Management LLC 5/21/2018 Buy 331 704.58
Horizon Asset Management LLC 5/21/2018 Sale 30 702.50
Kinetics Asset Management LLC 5/21/2018 Buy 389 702.50
Kinetics Asset Management LLC 5/21/2018 Sale 698 702.50
Horizon Asset Management LLC 5/22/2018 Buy 331 701.71
Horizon Asset Management LLC 5/22/2018 Sale 80 694.04
Kinetics Asset Management LLC 5/22/2018 Buy 389 701.92
Kinetics Asset Management LLC 5/22/2018 Sale 698 696.96
Horizon Asset Management LLC 5/23/2018 Buy 408 688.86
Horizon Asset Management LLC 5/23/2018 Sale 30 684.18
Kinetics Asset Management LLC 5/23/2018 Buy 300 687.91
Kinetics Asset Management LLC 5/23/2018 Sale 609 684.18
Horizon Asset Management LLC 5/24/2018 Buy 3235 695.63
Horizon Asset Management LLC 5/24/2018 Sale 2930 693.44
Kinetics Asset Management LLC 5/24/2018 Buy 300 691.27
Kinetics Asset Management LLC 5/24/2018 Sale 609 693.44
Horizon Asset Management LLC 5/25/2018 Buy 2404 675.82
Horizon Asset Management LLC 5/25/2018 Sale 36 676.18
Kinetics Asset Management LLC 5/25/2018 Buy 300 676.66
Kinetics Asset Management LLC 5/25/2018 Sale 2675 676.18
Horizon Asset Management LLC 5/29/2018 Buy 165 682.83
Horizon Asset Management LLC 5/29/2018 Sale 36 679.06
Kinetics Advisers, LLC 5/29/2018 Buy 10 680.00
Kinetics Asset Management LLC 5/29/2018 Buy 300 680.00
Kinetics Asset Management LLC 5/29/2018 Sale 431 679.06
Horizon Asset Management LLC 5/30/2018 Buy 194 691.18
Horizon Asset Management LLC 5/30/2018 Sale 18 689.01
Kinetics Asset Management LLC 5/30/2018 Buy 405 690.83
Kinetics Asset Management LLC 5/30/2018 Sale 541 689.01


Horizon Asset Management LLC 5/31/2018 Buy 860 699.32
Horizon Asset Management LLC 5/31/2018 Sale 768 693.53
Kinetics Asset Management LLC 5/31/2018 Buy 413 699.50
Kinetics Asset Management LLC 5/31/2018 Sale 541 695.00
Horizon Asset Management LLC 6/1/2018 Buy 300 708.00
Horizon Asset Management LLC 6/1/2018 Sale 174 709.80
Kinetics Asset Management LLC 6/1/2018 Buy 402 708.02
Kinetics Asset Management LLC 6/1/2018 Sale 541 708.02
Horizon Asset Management LLC 6/4/2018 Buy 197 729.18
Horizon Asset Management LLC 6/4/2018 Sale 18 728.50
Kinetics Asset Management LLC 6/4/2018 Buy 404 728.39
Kinetics Asset Management LLC 6/4/2018 Sale 583 728.50
Horizon Asset Management LLC 6/5/2018 Buy 156 701.61
Horizon Asset Management LLC 6/5/2018 Sale 18 699.52
Kinetics Asset Management LLC 6/5/2018 Buy 446 699.98
Kinetics Asset Management LLC 6/5/2018 Sale 617 699.52
Horizon Asset Management LLC 6/6/2018 Buy 318 679.04
Horizon Asset Management LLC 6/6/2018 Sale 18 679.92
Kinetics Asset Management LLC 6/6/2018 Buy 301 680.99
Kinetics Asset Management LLC 6/6/2018 Sale 636 679.92
Horizon Asset Management LLC 6/7/2018 Buy 621 700.00
Horizon Asset Management LLC 6/7/2018 Sale 143 697.57
Kinetics Asset Management LLC 6/7/2018 Buy 300 699.82
Kinetics Asset Management LLC 6/7/2018 Sale 954 700.04
Horizon Asset Management LLC 6/8/2018 Buy 381 706.52
Horizon Asset Management LLC 6/8/2018 Sale 243 706.91
Kinetics Asset Management LLC 6/8/2018 Buy 300 705.98
Kinetics Asset Management LLC 6/8/2018 Sale 477 705.76


Horizon Asset Management LLC 6/11/2018 Buy 172 704.49
Horizon Asset Management LLC 6/11/2018 Sale 18 703.90
Kinetics Asset Management LLC 6/11/2018 Buy 314 704.78
Kinetics Asset Management LLC 6/11/2018 Sale 497 703.90
Horizon Asset Management LLC 6/12/2018 Buy 232 701.56
Horizon Asset Management LLC 6/12/2018 Sale 18 699.99
Kinetics Asset Management LLC 6/12/2018 Buy 300 700.00
Kinetics Asset Management LLC 6/12/2018 Sale 540 699.99
Horizon Asset Management LLC 6/13/2018 Buy 284 694.46
Horizon Asset Management LLC 6/13/2018 Sale 140 692.09
Kinetics Asset Management LLC 6/13/2018 Buy 301 694.99
Kinetics Asset Management LLC 6/13/2018 Sale 550 693.53
Horizon Asset Management LLC 6/14/2018 Buy 220 699.86
Horizon Asset Management LLC 6/14/2018 Sale 112 696.13
Kinetics Asset Management LLC 6/14/2018 Buy 300 700.15
Kinetics Asset Management LLC 6/14/2018 Sale 548 694.40
Horizon Asset Management LLC 6/15/2018 Buy 290 683.65
Horizon Asset Management LLC 6/15/2018 Sale 18 686.00
Kinetics Asset Management LLC 6/15/2018 Buy 300 686.00
Kinetics Asset Management LLC 6/15/2018 Sale 518 686.00
Horizon Asset Management LLC 6/18/2018 Buy 371 685.00
Horizon Asset Management LLC 6/18/2018 Sale 43 682.95
Kinetics Asset Management LLC 6/18/2018 Buy 300 689.21
Kinetics Asset Management LLC 6/18/2018 Sale 678 683.50
Horizon Asset Management LLC 6/20/2018 Buy 240 704.65
Horizon Asset Management LLC 6/20/2018 Sale 18 704.98
Kinetics Asset Management LLC 6/20/2018 Buy 301 704.89
Kinetics Asset Management LLC 6/20/2018 Sale 534 704.98


Horizon Asset Management LLC 6/21/2018 Buy 230 696.61
Kinetics Asset Management LLC 6/21/2018 Buy 300 697.00
Kinetics Asset Management LLC 6/21/2018 Sale 527 696.09
Horizon Asset Management LLC 6/22/2018 Buy 442 700.34
Horizon Asset Management LLC 6/22/2018 Sale 44 702.22
Kinetics Asset Management LLC 6/22/2018 Buy 333 700.32
Kinetics Asset Management LLC 6/22/2018 Sale 718 697.48
Horizon Asset Management LLC 6/25/2018 Buy 373 699.09
Horizon Asset Management LLC 6/25/2018 Sale 18 698.50
Kinetics Asset Management LLC 6/25/2018 Buy 300 698.50
Kinetics Asset Management LLC 6/25/2018 Sale 583 698.50
Horizon Asset Management LLC 6/26/2018 Buy 459 705.23
Horizon Asset Management LLC 6/26/2018 Sale 53 701.18
Kinetics Asset Management LLC 6/26/2018 Buy 330 704.99
Kinetics Asset Management LLC 6/26/2018 Sale 786 702.02
Horizon Asset Management LLC 6/27/2018 Buy 317 708.64
Horizon Asset Management LLC 6/27/2018 Sale 18 704.86
Kinetics Asset Management LLC 6/27/2018 Buy 301 705.51
Kinetics Asset Management LLC 6/27/2018 Sale 621 704.86
Horizon Asset Management LLC 6/28/2018 Buy 289 696.42
Horizon Asset Management LLC 6/28/2018 Sale 22 691.91
Kinetics Asset Management LLC 6/28/2018 Buy 300 695.71
Kinetics Asset Management LLC 6/28/2018 Sale 570 691.01
Horizon Asset Management LLC 7/2/2018 Buy 223 698.10
Horizon Asset Management LLC 7/2/2018 Sale 4 698.00
Kinetics Asset Management LLC 7/2/2018 Buy 300 698.00
Kinetics Asset Management LLC 7/2/2018 Sale 514 698.00
Horizon Asset Management LLC 7/3/2018 Buy 213 694.61


Kinetics Asset Management LLC 7/3/2018 Buy 300 695.00
Kinetics Asset Management LLC 7/3/2018 Sale 514 693.50
Horizon Asset Management LLC 7/5/2018 Buy 246 706.83
Horizon Asset Management LLC 7/5/2018 Sale 4 701.77
Kinetics Asset Management LLC 7/5/2018 Buy 300 706.41
Kinetics Asset Management LLC 7/5/2018 Sale 543 701.77
Horizon Asset Management LLC 7/6/2018 Buy 355 718.67
Horizon Asset Management LLC 7/6/2018 Sale 4 718.98
Kinetics Asset Management LLC 7/6/2018 Buy 326 719.04
Kinetics Asset Management LLC 7/6/2018 Sale 676 718.68
Horizon Asset Management LLC 7/9/2018 Buy 335 725.11
Horizon Asset Management LLC 7/9/2018 Sale 91 716.23
Kinetics Asset Management LLC 7/9/2018 Buy 300 721.88
Kinetics Asset Management LLC 7/9/2018 Sale 610 720.94
Horizon Asset Management LLC 7/10/2018 Buy 236 741.56
Horizon Asset Management LLC 7/10/2018 Sale 32 741.12
Kinetics Asset Management LLC 7/10/2018 Buy 325 743.15
Kinetics Asset Management LLC 7/10/2018 Sale 538 741.99
Horizon Asset Management LLC 7/11/2018 Buy 1427 772.41
Horizon Asset Management LLC 7/11/2018 Sale 1129 771.30
Kinetics Asset Management LLC 7/11/2018 Buy 300 768.05
Kinetics Asset Management LLC 7/11/2018 Sale 601 766.06
Horizon Asset Management LLC 7/12/2018 Buy 237 795.99
Horizon Asset Management LLC 7/12/2018 Sale 4 796.00
Kinetics Asset Management LLC 7/12/2018 Buy 400 796.00
Kinetics Asset Management LLC 7/12/2018 Sale 634 796.00
Horizon Asset Management LLC 7/13/2018 Buy 256 798.70
Horizon Asset Management LLC 7/13/2018 Sale 4 793.15


Kinetics Asset Management LLC 7/13/2018 Buy 204 798.31
Kinetics Asset Management LLC 7/13/2018 Sale 557 793.15
Horizon Asset Management LLC 7/16/2018 Buy 101 784.65
Horizon Asset Management LLC 7/16/2018 Sale 61 786.88
Kinetics Asset Management LLC 7/16/2018 Sale 80 781.00
Horizon Asset Management LLC 7/17/2018 Buy 77 792.32
Horizon Asset Management LLC 7/17/2018 Sale 4 781.14
Kinetics Asset Management LLC 7/17/2018 Buy 12 788.50
Kinetics Asset Management LLC 7/17/2018 Sale 93 781.14
Horizon Asset Management LLC 7/18/2018 Buy 76 774.54
Horizon Asset Management LLC 7/18/2018 Sale 4 770.35
Kinetics Asset Management LLC 7/18/2018 Sale 80 770.35
Horizon Asset Management LLC 7/19/2018 Buy 187 769.55
Horizon Asset Management LLC 7/19/2018 Sale 4 768.44
Kinetics Asset Management LLC 7/19/2018 Sale 391 766.18

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: July 23, 2018 /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Kinetics LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Kinetics Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  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 July 23, 2018

  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Kinetics LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Kinetics Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Kinetics Advisers, LLC