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) 02/03/2022 | 3. Issuer Name and Ticker or Trading Symbol Kimbell Tiger Acquisition Corp [ TGR ] | |||||||||||||
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) |
Class A common stock | 2,500 | I | Held by Kimbell Tiger Acquisition Sponsor, LLC |
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 | ||||
Class B Units of Kimbell Tiger Operating Company, LLC(1) | (2) | (2) | Class A Common Stock | 5,750,000(3) | (2) | I | Held by Kimbell Tiger Acquisition Sponsor, LLC |
Class B common stock | (2) | (2) | Class A Common Stock | 5,750,100(3) | (2) | I | Held by Kimbell Tiger Acquisition Sponsor, LLC |
Class A Units of Kimbell Tiger Operating Company, LLC(1) | (4) | (4) | Class A Common Stock | 100 | (4) | I | Held by Kimbell Tiger Acquisition Sponsor, LLC |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Kimbell Tiger Operating Company, LLC ("Opco") is the operating subsidiary of the Issuer. |
2. For each Class B Unit of Opco, the Reporting Persons own a corresponding share of the Issuer's Class B common stock. In connection with the Issuer's initial business combination, the Class B Units of Opco will convert into Class A Units of Opco on a one-for-one basis, subject to adjustment, as described in the section entitled "Description of Securities" in the Issuer's prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-258260), originally filed with the U.S. Securities and Exchange Commission on July 29, 2021. The Class A Units of Opco (together with the corresponding shares of the Issuer's Class B common stock) will be exchangeable into shares of the Issuer's Class A common stock after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date. |
3. Includes up to 750,000 Class B Units of Opco (and corresponding shares of Class B Common Stock) that are subject to forfeiture if the underwriter in the Issuer's initial public offering of units does not exercise its over-allotment option. |
4. For each Class A Unit of Opco, the Reporting Persons own a corresponding share of the Issuer's Class B common stock. The Class A Units of Opco (together with the corresponding shares of the Issuer's Class B common stock) will be exchangeable into shares of the Issuer's Class A common stock after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date. |
Remarks: |
This Form 3 is filed by two reporting persons: Kimbell Tiger Acquisition Sponsor, LLC, the sponsor (the "Sponsor") of Kimbell Tiger Acquisition Corporation (the "Issuer") and Kimbell Royalty Partners, LP ("KRP," and together with the Sponsor, the "Reporting Persons"). The Sponsor is the record holder of 5,750,100 shares of Class B common stock and 2,500 shares of Class A common stock of the Issuer. Kimbell Intermediate Holdings, LLC is the managing member of the Sponsor and has sole voting and investment discretion with respect to the shares held by the Sponsor. Kimbell Royalty Operating, LLC is the sole member of Kimbell Intermediate Holdings, LLC. The managing member of Kimbell Royalty Operating, LLC is KRP. KRP may be deemed to beneficially own the shares held by the Sponsor by virtue of its direct ownership of the Sponsor. KRP is controlled by Kimbell Royalty GP, LLC, KRP's general partner (the "General Partner"). The following individuals serve in the indicated roles as members of the management or the board of directors of the General Partner, and also serve on the board of directors of the Issuer: Robert D. Ravnaas, Chairman of the Board of Directors and the Chief Executive Officer; R. Davis Ravnaas, President and Chief Financial Officer; and Matthew S. Daly, Chief Operating Officer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, KRP may be deemed a director by deputization with respect to the Issuer on the basis of the service of Mr. R. Ravnaas, Mr. D. Ravnaas, and Mr. Daly on the Issuer's board of directors. The Reporting Persons beneficially own all outstanding equity securities of the Issuer prior to the initial public offering of the Issuer's units. Exhibit List: Exhibit 24 - Power of Attorney |
Kimbell Royalty Partners, LP, /s/ Jamie L. Hayes, as Attorney-in-Fact for Kimbell Royalty Partners, LP | 02/03/2022 | |
Kimbell Tiger Acquisition Sponsor, LLC, /s/ Jamie L. Hayes, as Attorney-in-Fact for Kimbell Tiger Acquisition Sponsor, LLC | 02/03/2022 | |
** 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. |