SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ý | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 001-36505
Viper Energy Partners LP
(Exact Name of Registrant As Specified in Its Charter)
| Delaware | 46-5001985 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |
500 West Texas, Suite 1200 Midland, Texas | 79701 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(432) 221-7400
(Registrant Telephone Number, Including Area Code)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||
| Title of Each Class | Name of Each Exchange on Which Registered | |||||
| Common Units Representing Limited Partner Interests | The NASDAQ Stock Market LLC | |||||
| Securities registered pursuant to Section 12(g) of the Act: None | (Global Market) | |||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large Accelerated Filer | o | Accelerated Filer | ý | |||
| Non-Accelerated Filer | o | Smaller Reporting Company | o | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The aggregate market value of the common units held by non-affiliates was approximately $169,441,572 on June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, based on closing prices in the daily composite list for transactions on the NASDAQ Global Select Market on such date. As of February 13, 2017, 97,575,356 common limited partner units of the registrant were outstanding.
Documents Incorporated By Reference: None
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K of Viper Energy Partners LP for the fiscal year ended December 31, 2016, originally filed on February 15, 2017 (the “Original Filing”), is being filed solely to correct an error in the number of common limited partner units outstanding as of February 13, 2017 shown on the cover page. The correct number of common units outstanding as of such date is 97,575,356, as indicated on the cover page of this Amendment No. 1.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VIPER ENERGY PARTNERS LP | |||
| By: | VIPER ENERGY PARTNERS GP LLC | ||
| its General Partner | |||
| Date: | March 1, 2017 | By: | /s/ Teresa L. Dick |
| Teresa L. Dick | |||
| Chief Financial Officer | |||
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Exhibit Index
The following is a list of all exhibits filed as a part of this Annual Report on Form 10-K/A.
Exhibit Number | Description of Exhibits | ||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | ||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended. | ||
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