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| CUSIP No. 82983N108 | | 13G | | Page 23 of 27 |
BX Royal Aggregator LP is the record holder of 8,637,727 common units representing limited partnership interests (“Opco Units”) in Sitio Royalties Operating Partnership, LP (“Opco”) and 8,637,727 shares of Class C common stock, par value $0.0001 per share, of the Issuer (“Class C Common Stock”). RRR Aggregator LLC is the record holder of 11,400,218 Opco Units, 11,400,218 shares of Class C Common Stock and 57,288 Consideration Allocation Rights (as defined herein), which may each be settled for shares of Class C Common Stock and Opco Units. BX Royal Aggregator LP and RRR Aggregator LLC are together referred to herein as the “Blackstone Funds.”
BCP VI/BEP Holdings Manager L.L.C. is the general partner of BX Royal Aggregator LP. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of BCP VI/BEP Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.
BX Primexx Topco LLC is the sole member of RRR Aggregator LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C.
Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
Blackstone Inc. (“Blackstone”) is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the Class A Common Stock (as defined herein) beneficially owned directly by the Blackstone Funds or indirectly controlled by it or them, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
(d) Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).
(e) CUSIP Number:
82983N108.
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
(a) Amount beneficially owned:
Calculations of the percentage of shares of Class A Common Stock beneficially owned assumes 80,784,151 shares of Class A Common Stock outstanding, as provided by the Issuer, and assumes the conversion of the respective number of Opco Units and Consideration Allocation Rights beneficially owned by the Reporting Persons listed on the respective Reporting Person’s cover page. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Class A Common Stock listed on such Reporting Person’s cover page.
BX Royal Aggregator LP is the record holder of 8,637,727 Opco Units and 8,637,727 shares of Class C Common Stock. RRR Aggregator LLC is the record holder of 11,400,218 Opco Units, 11,400,218 shares of Class C Common Stock and 57,288 Consideration Allocation Rights.
