SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/20/2018 | 3. Issuer Name and Ticker or Trading Symbol Kimbell Royalty Partners, LP [ KRP ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Units | 925,634 | I | See Footnote(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Kimbell Royalty Operating, LLC Common Units | (3)(4) | (3)(4) | Common units representing limited partner interests | 770,946.0743(2)(3)(4)(5) | (3)(4) | I | See Footnote(5) |
Class B Units | (3)(4) | (3)(4) | Common units representing limited partner interests | 770,946.0743(2)(3)(4)(5) | (3)(4) | I | See Footnote(5) |
Explanation of Responses: |
1. These securities are owned directly by Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"). Yorktown X Associates LLC, a Delaware limited liability company ("Yorktown X Associates"), is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X. |
2. Yorktown X Associates disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Yorktown X Associates is the beneficial owner of the securities for Section 16 or any other purpose. |
3. Pursuant to a Purchase and Sale Agreement, dated as of November 20, 2018, by and among the Issuer and other parties thereto (the "Agreement"), Rivercrest Royalties Holdings II, LLC, a Delaware limited liability company ("Holdings II"), received an equal number of (i) common units representing limited liability company interests ("Opco Common Units") in Kimbell Royalty Operating, LLC (the "Operating Company"), and (ii) "Class B Units," which are common units representing limited partner interests of the Issuer, in exchange for the sale by Holdings II of all of the limited liability company interests in Rivercrest Royalties II, LLC, a Delaware limited liability company. |
4. (Continued From Footnote 3) Pursuant to the terms of the Agreement, Opco Common Units, together with an equal number of Class B Units, are exchangeable on a one-on-one basis for Common Units at the discretion of Holdings II. Also pursuant to the terms of the Agreement, Holdings II is restricted from selling any of its Opco Common Units for a period of 120 days after December 20, 2018, subject to certain limited and specified exceptions. |
5. Yorktown X is a member of Holdings II and currently owns a majority of the outstanding units in Holdings II. Under the terms of Holdings II's governing agreements Yorktown X has the ability to elect or remove members of the Board of Managers of Holdings II for so long as Yorktown X owns a majority of the outstanding units in Holdings II. Yorktown X, therefore, could appoint a majority of the members of the Board of Managers of Holdings II, which has the power to direct the voting and disposition of shares held by Holdings II. |
Remarks: |
Yorktown X Associates LLC, /s/ Bryan H. Lawrence, Manager | 12/31/2018 | |
** 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 5 (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. |