NGP X US Form 4 Change in insider ownership

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^*

Boaz Energy II, LLC

(Last) (First) (Middle)

201 WEST WALL STREET

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PermRock Royalty Trust [ PRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Trust Units representing Beneficial Interests	05/04/2018		S		6,250,000	D	$17(1)	5,915,732	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Boaz Energy II, LLC

(Last) (First) (Middle)

201 WEST WALL STREET

(Street)

MIDLAND TX 79701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP X US Holdings LP

(Last) (First) (Middle)

5221 N. O'CONNOR BOULEVARD

SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NGP Boaz Energy II Co-Invest LLC

(Last) (First) (Middle)

5221 N. O'CONNOR BOULEVARD

SUITE 1100

(Street)

IRVING TX 75039

(City) (State) (Zip)

Explanation of Responses:

1. On May 4, 2018, in connection with a registered public offering by the Issuer of its Trust Units representing Beneficial Interests in the Issuer ("Trust Units"), Boaz Energy II, LLC, a Delaware limited liability company ("Boaz Energy"), sold 6,250,000 Trust Units to the public in the registered public offering.

2. Boaz Energy directly owns the Trust Units. All other reporting persons' ownership is indirect through Boaz Energy.

Remarks:

Exhibit List: Exhibit 99 - Joint Filer Information

	/s/ Boaz Energy II, LLC By: Marshall Eves, Chief Executive Officer	05/07/2018
	/s/ NGP X US Holdings, L.P. By:NGP X Holdings GP, L.L.C., its general partner By: Tony R. Weber, Authorized Person	05/07/2018
	/s/ NGP Boaz Energy II Co-Invest LLC By: G.F.W. Energy X, L.P., its managing member By: GFW X, L.L.C., its general partner By: Tony R. Weber, Authorized Person	05/07/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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