| 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
STR Sub Inc. [ NONE ] |
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 | D | 28,381 | D | (1)(2)(3) | 0 | D | |||
| Class A Common Stock | 12/29/2022 | D | 10,431 | D | (1)(2)(3)(4) | 0 | 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, pursuant to the Agreement and Plan of Merger, dated September 6, 2022, (as amended from time to time, the "Merger Agreement"), by and among Sitio Royalties Corp ("Sitio"), Sitio Royalties Operating Partnership, LP ("Opco LP"), Snapper Merger Sub I, Inc. ("New Sitio"), Snapper Merger Sub IV, Inc. ("Brigham Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub"), Snapper Merger Sub II, LLC ("Opco Merger Sub"), Brigham Minerals, Inc. ("Brigham"), and Brigham Minerals Holdings, LLC ("Opco LLC"), Sitio acquired Brigham in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into Brigham (the "Brigham Merger"), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio, |
| 2. (Continued from Footnote 1) (ii) the merger of Sitio Merger Sub with and into Sitio (the "Sitio Merger"), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio, and (iii) the merger of Opco Merger Sub LLC with and into Opco LLC (the "Opco Merger," and, together with the Brigham Merger and the Sitio Merger, the "Mergers"), with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP, in each case on the terms set forth in the Merger Agreement. As a result of the Mergers, Sitio and Brigham became direct wholly owned subsidiaries of New Sitio. Effective as of the effective time of the Sitio Merger (the "First Effective Time"), |
| 3. (Continued from Footnote 2) each share of Sitio Class A Common Stock was converted into the right to receive one share of New Sitio Class A Common Stock. Contemporaneously with the filing of this Form 4 to reflect the disposition of securities by the Reporting Person in connection with the consummation of the Sitio Merger, the Reporting Person is filing a Form 4 with respect to New Sitio to report the acquisition by such Reporting Person of an equal number of shares of securities in connection with the consummation of the Sitio Merger. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person. |
| 4. Effective as of immediately prior to the First Effective Time, these deferred share units (the "Old Sitio DSUs") that were granted to the reporting person under the Sitio Royalties Corp. Long Term Incentive Plan were accelerated in full. In connection with the consummation of the Sitio Merger, the reporting person's service relationship with the issuer terminated and the reporting person ultimately received settlement of the Old Sitio DSUs in the form of a number of shares of New Sitio Class A Common Stock equal to the number of shares of Sitio Class A Common Stock subject to such Old Sitio DSUs. |
| Remarks: |
| By: /s/ Steven R. Jones, by Brett S. Riesenfeld, 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. | ||
