Noam Lockshin Form 3 Sitio Royalties / Noam Lockshin 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^*

Lockshin Noam

(Last) (First) (Middle)

C/O SITIO ROYALTIES CORP.

1401 LAWRENCE STREET, SUITE 1750

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2022

3. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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)
No securities are beneficially owned(1)(2)	0	D

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

Explanation of Responses:

1. On December 29, 2022, pursuant to an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"), dated as of September 6, 2022, by and among Sitio Royalties Corp., a wholly owned subsidiary of Old Sitio (f/k/a Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP, a subsidiary of Old Sitio ("Opco LP"), Brigham Minerals, Inc. ("Brigham"), Brigham Minerals Holdings, LLC, a subsidiary of Brigham ("Opco LLC"), Snapper Merger Sub IV, Inc., a wholly owned subsidiary of the Issuer, Snapper Merger Sub V, Inc., a wholly owned subsidiary of the Issuer, and Snapper Merger Sub II, LLC, a wholly owned subsidiary of Opco LP, Old Sitio acquired Brigham in an all-stock transaction through a series of mergers (the "Transaction").

2. (Continued from Footnote 1) As a result of the Transaction, Old Sitio and Brigham became direct wholly owned subsidiaries of the Issuer, which was renamed "Sitio Royalties Corp." and Opco LLC became a wholly owned subsidiary of Opco LP. In connection with the consummation of the Transaction, the reporting person was appointed to the board of directors of the Issuer. This report reflects the beneficial ownership of the reporting person at the time of appointment and does not include any securities (if any) to be received by the reporting person upon consummation of the Transaction or otherwise to be received by the reporting person in connection with or immediately following such consummation. The reporting person will file a Form 4 reflecting any acquisition or disposition of the Issuer's securities in connection with the transactions contemplated by the Merger Agreement.

Remarks:

See Exhibit 24 - Power of Attorney.

	/s/ Noam Lockshin, by Brett S. Riesenfeld as 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 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).
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