EnCap Partners GP Form 3 Kimbell Royalty Partners / ENERGY CAPITAL FUND VI L P ENCAP ownership change

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^*

PEP I Holdings, LLC

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2019

3. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP ]

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

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

5. 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 Beneficially Owned
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)
Class B Common Units(1)	723,800	I	See footnotes(2)(3)(4)(5)
Class B Common Units(1)	3,318,200	I	See footnotes(2)(3)(6)
Class B Common Units(1)	5,358,000	I	See footnotes(2)(3)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
OpCo Common Units	(1)	(1)	Common Units	723,800	0.00	I	See footnotes(2)(3)(4)(5)
OpCo Common Units	(1)	(1)	Common Units	3,318,200	0.00	I	See footnotes(2)(3)(6)
OpCo Common Units	(1)	(1)	Common Units	5,358,000	0.00	I	See footnotes(2)(3)(7)

1. Name and Address of Reporting Person^*

PEP I Holdings, LLC

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PEP II Holdings, LLC

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PEP III Holdings, LLC

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENCAP ENERGY CAPITAL FUND VI L P

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap VI-B Acquisitions, L.P.

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENCAP ENERGY CAPITAL FUND VII LP

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Energy Capital Fund VIII, L.P.

(Last) (First) (Middle)

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EnCap Partners GP, LLC

(Last) (First) (Middle)

C/O ENCAP INVESTMENTS L.P.

1100 LOUISIANA STREET, SUITE 4900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash.

2. EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.

3. (Continued from Footnote 2) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").

4. These securities may be deemed to be beneficially owned by PEP I Holdings, LLC ("Phillips I"). On March 25, 2019, pursuant to a Securities Purchase Agreement, dated as of February 6, 2019 (the "Purchase Agreement"), by and among the Issuer, Phillips I, PEP II Holdings, LLC ("Phillips II"), PEP III Holdings, LLC ("Phillips III") and OpCo, Phillips I received 723,800 OpCo Units and 723,800 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.

5. (Continued from Footnote 4) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

6. These securities may be deemed to be beneficially owned by Phillips II. On March 25, 2019, pursuant to the Purchase Agreement, Phillips II received 3,318,200 OpCo Units and 3,318,200 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VII and Phillips II have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

7. These securities may be deemed to be beneficially owned by Phillips III. On March 25, 2019, pursuant to the Purchase Agreement, Phillips III received 5,358,000 OpCo Units and 5,358,000 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VIII, which is the managing member of Phillips III. Therefore, EnCap Partners GP and EnCap Fund VIII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VIII and Phillips III have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Remarks:

8. Signed by D. Martin Phillips in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI, a Managing Member of Phillips I. 9. Signed by D. Martin Phillips in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VII GP, the General Partner of EnCap Fund VII, the Managing Member of Phillips II. 10. Signed by D. Martin Phillips in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VIII GP, the General Partner of EnCap Fund VIII, the Managing Member of Phillips III. 11. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI. 12. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VI GP, the General Partner of EnCap Fund VI-B, the Sole Member of EnCap VI-B GP, the General Partner of EnCap VI-B. 13. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VII GP, the General Partner of EnCap Fund VII. 14. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund VIII GP, the General Partner of EnCap Fund VIII. 15. Signed by Robert L. Zorich in his capacity as a Managing Partner of EnCap Investments GP.

	/s/ D. Martin Phillips (8)	04/04/2019
	/s/ D. Martin Phillips (9)	04/04/2019
	/s/ D. Martin Phillips (10)	04/04/2019
	/s/ Robert L. Zorich (11)	04/04/2019
	/s/ Robert L. Zorich (12)	04/04/2019
	/s/ Robert L. Zorich (13)	04/04/2019
	/s/ Robert L. Zorich (14)	04/04/2019
	/s/ Robert L. Zorich (15)	04/04/2019
	** 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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