SEC Form 4
| 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
Sitio Royalties Corp. [ STR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2022 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 12/29/2022 | A(1)(2) | 17,334 | A | (1)(2) | 17,334 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. On December 29, 2022 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (as amended from time to time, the "Merger Agreement"), by and among Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP ("Opco LP"), MNRL Sub Inc. (f/k/a Brigham Minerals, Inc., "MNRL"), Brigham Minerals Holdings, LLC ("Opco LLC"), Snapper Merger Sub IV, Inc. ("MNRL Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and Snapper Merger Sub II, LLC, the Issuer acquired MNRL in an all-stock transaction through a series of mergers (collectively, the "Transaction") including the merger of MNRL Merger Sub with and into MNRL (the "MNRL Merger"), with MNRL surviving as a wholly owned subsidiary of the Issuer. Old Sitio and MNRL became direct wholly owned subsidiaries of the Issuer as a result of the Transaction. |
| 2. Pursuant to the Merger Agreement, at the effective time of the MNRL Merger (the "Effective Time"), (i) each share of Class A common stock, par value $0.01 per share, of MNRL (the "MNRL Class A Common Stock"), issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.133 fully-paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") and (ii) each outstanding award of time-based restricted stock units (each, an "RSU Award") of MNRL vested in full immediately prior to the Effective Time and the shares subject to such RSU Award were treated as shares of MNRL Class A Common Stock for purposes of the Merger Agreement, which means that such shares were converted into the right to receive 1.133 shares of the Issuer's Class A Common Stock. On December 28, 2022 (the day prior to the Closing Date), the closing price of one share of MNRL Class A Common Stock was $32.50. |
| Remarks: |
| /s/ Jon-Al Duplantier, by Brett S. Riesenfeld as Attorney-in-Fact | 01/03/2023 | |
| ** 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. | ||