Sitio Royalties (STR) Form 4 STR Sub / Britton L. James ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

James Britton L.

(Last) (First) (Middle)

1401 LAWRENCE STREET, 1750

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STR Sub Inc. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2022

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

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

X	Form filed by One Reporting Person
	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
Class A Common Stock	12/29/2022		D		22,601	D	(1)(2)(3)(4)(5)	0	D
Class A Common Stock	12/29/2022		D		16,611	D	(1)(2)(3)(4)(6)	0	D
Class C Common Stock	12/29/2022		D		52,161	D	(1)(2)(7)(8)(9)	0	D

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
Sitio Royalties Operating Partnership, LP Units	(1)(2)(7)(8)(9)	12/29/2022		D			52,161	(7)(8)(9)	(7)(8)(9)	Class A Common Stock	52,161	(1)(2)(7)(8)(9)	0	D
Performance Stock Units	(1)(2)(10)	12/29/2022		D			49,833	(11)	(11)	Class A Common Stock	49,833	(1)(2)(10)	0	D

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, (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

2. (Continued from Footnote 1) (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. 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.

3. Pursuant to the Merger Agreement, effective as of the effective time of the Sitio Merger (the "First Effective Time") and in connection with the consummation of the Sitio Merger, each outstanding restricted stock unit (including deferred share units) subject solely to time-based vesting and denominated in Sitio Class A Common Stock (collectively, the "Old Sitio RSUs") was cancelled and converted into an equivalent restricted stock unit (collectively, the "New Sitio RSUs"), on the same terms and conditions (including as to vesting and forfeiture) as were applicable under the Old Sitio RSUs, each of which represents a contingent right to receive the 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 RSUs immediately prior to the First Effective Time. As used herein,

4. (Continued from footnote 3) the term "RSUs" refers to (i) Old Sitio RSUs prior to the First Effective Time and (ii) New Sitio RSUs following the First Effective Time, in each case, unless the context requires otherwise.

5. Represents Old Sitio RSUs granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "Old Sitio LTIP") , which were cancelled and converted into New Sitio RSUs in connection with the consummation of the Sitio Merger as described above. Each Old Sitio RSU represented a contingent right to receive one share of Sitio Class A Common Stock. The Old Sitio RSUs would have vested on the first anniversary of June 7, 2022, subject to the reporting person's continuous service through such date.

6. Represents Old Sitio RSUs granted to the reporting person pursuant to the Old Sitio LTIP in respect of calendar year 2022, which were cancelled and converted into New Sitio RSUs in connection with the consummation of the Sitio Merger as described above. Each Old Sitio RSU represented a contingent right to receive one share of Sitio Class A Common Stock. The Old Sitio RSUs would have vested in equal one-third installments on each of the first three anniversaries of June 7, 2022, subject to the reporting person's continuous service through each vesting date.

7. Pursuant to the Merger Agreement, effective as of the First Effective Time and in connection with the consummation of the Sitio Merger, each share of Sitio Class C Common Stock was cancelled and converted into the right to receive one share of New Sitio Class C Common Stock. Each share of Sitio Class C Common Stock had no economic rights but entitled its holder to one vote on all matters to be voted on by shareholders generally. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the "Partnership"), as amended to date, provide that, subject to certain restrictions contained therein, each holder of common units representing limited partnership interests in the Partnership ("OpCo Units") (other than Sitio)

8. (Continued from footnote 7) generally had the right to cause the Partnership to redeem all or a portion of its OpCo Units (the "Redemption Right") in exchange for shares of Sitio Class A Common Stock on a one-for-one basis or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of Class C Common Stock would have been cancelled. Although the reporting person retained its OpCo Units following the Mergers, the Redemption Right now entitles the holders of OpCo Units to cause the Partnership to redeem all or a portion of its OpCo Units in exchange for shares of New Sitio Class A Common Stock and a corresponding number of shares of New Sitio Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right had no expiration date.

9. (Continued from footnote 8) As used herein, the terms "Class A Common Stock" and "Class C Common Stock" refer to (i) Sitio Class A Common Stock and Sitio Class C Common Stock prior to the First Effective Time, respectively, and (ii) New Sitio Class A Common Stock and New Sitio Class C Common Stock following the First Effective Time, respectively, in each case, unless the context requires otherwise.

10. Pursuant to the Merger Agreement, effective as of the First Effective Time and in connection with the consummation of the Sitio Merger, each outstanding performance stock unit denominated in Sitio Class A Common Stock (collectively, the "Old Sitio PSUs") was cancelled and converted into an equivalent performance stock unit (collectively, the "New Sitio PSUs"), on the same terms and conditions (including as to vesting and forfeiture) as were applicable under the Old Sitio PSUs, each of which represents a contingent right to receive the 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 PSUs immediately prior to the First Effective Time. As used herein, the term "PSUs" refers to (i) Old Sitio PSUs prior to the First Effective Time and (ii) New Sitio PSUs following the First Effective Time, in each case, unless the context requires otherwise.

11. Represents Old Sitio PSUs that were granted to the reporting person pursuant to the Old Sitio LTIP in respect of calendar year 2022, which were cancelled and converted into New Sitio PSUs in connection with the consummation of the Sitio Merger described above. The Old Sitio PSUs would have been eligible to be earned by the reporting person based on achievement with respect to an annualized absolute total shareholder return performance goal over a three-year performance period that began on June 7, 2022, subject to the reporting person's continuous service through the end of such performance period. The number of Old Sitio PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of Old Sitio PSUs earned could have ranged from 0% to 200% of such target number.

Remarks:

Executive Vice President of Land

	By: /s/ Britton L. James, 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.