Sitio Royalties Form 3 Initial statement of insider ownership

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^*

OAKTREE HOLDINGS, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(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)

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 A Common Stock(1)(2)	10,431(1)(2)	I	See footnote(7)(8)
Class C Common Stock(3)	12,935,120(3)	I	See footnote(7)(8)

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
Sitio Royalties Operating Partnership, LP Units(1)	(6)	(6)	Class A Common Stock	12,935,120(6)	(6)	I	See footnote(7)(8)
Allocation Rights(4)(5)	(6)	(6)	Class A Common Stock	73,646(6)	(6)	I	See footnote(7)(8)

1. Name and Address of Reporting Person^*

OAKTREE HOLDINGS, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES CA 90071

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BROOKFIELD Corp /ON/

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 100

181 BAY ST. PO BOX 762

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAM Partners Trust

(Last) (First) (Middle)

BROOKFIELD PLACE, SUITE 100

181 BAY ST. PO BOX 762

(Street)

TORONTO A6 M5J 2T3

(City) (State) (Zip)

Explanation of Responses:

1. On December 29, 2022, pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (the "merger agreement"), each share of Sitio Royalties Corp. (f/k/a Falcon Mineral Corporation ("Old Sitio") issued and outstanding was converted into one share of Class A Common Stock ("Issuer Class A Common Stock") of Snapper Merger Sub I, Inc., which entity was renamed "Sitio Royalties Corp." (the "Issuer").

2. Represents deferred share units ("DSUs") granted to OCM FIE, LLC ("FIE") to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each DSU represents a contingent right to receive one share of Issuer Class A Common Stock. The DSUs will vest in four equal quarterly installments over the one-year period following June 7, 2022, subject to the reporting person's continuous service through each such date. Following vesting, the shares of Issuer Class A Common Stock underlying the DSUs will be delivered to the reporting person as soon as administratively practicable following the date that the reporting person's service relationship with the issuer is terminated for any reason. Pursuant to the policies of Oaktree Capital Management L.P. ("OCM LP"), directors of the Issuer who are affiliated with OCM LP hold these securities for the benefit of FIE. OCM LP is the managing member of FIE.

3. Pursuant to the Merger Agreement, each share of Class C Common Stock ("Old Sitio Class C Common Stock") of Old Sitio issued and outstanding was converted into one share of Class C Common Stock ("Issuer Class C Common Stock") of the Issuer and the common units ("Opco Units") in Sitio Royalties Operating Partnership, LP ("Opco") continued to be held by the Reporting Persons became redeemable for shares of Issuer Class A Common Stock.

4. Old Sitio previously granted restricted stock awards, consisting of shares of Old Sitio Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC (the "DPM Members") (the "Stock Awards"). Old Sitio's obligations under the Stock Awards were assigned to the Issuer in connection with the transactions contemplated by the merger agreement. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. (cont'd in FN5)

5. (cont'd from FN 4) To the extent that a restricted stock award is forfeited, the shares of Issuer Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer and the Issuer will re-issue to the DPM Members, on a one-for-one basis, shares of Issuer Class C Common Stock and Opco Units, with Source Energy Partners, LLC entitled to receive its pro rata portion of any such shares re-issued.

6. The terms of the Amendment to Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, L.P. ("Opco") provide that, subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis or, at Opco's election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date.

7. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) OCM FIE, LLC ("FIE"), (ii) Oaktree Capital Management L.P. ("OCMP LP") in its capacity as the managing member of FIE, (iii) Oaktree Capital Management GP, LLC ("Management GP"), in its capacity as the general partner of OCMP LP, (iv) Atlas OCM Holdings, LLC, in its capacity as the sole managing member of Management GP, (v) Source Energy Partners, LLC ("Source Energy") as the direct holder of securities, (vi) OCM Source Holdings, L.P. ("OCM Source"), in its capacity as the sole owner of Series A Units of Source Energy, (vii) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM Source, (viii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (ix) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (cont'd in FN8)

8. (cont'd from FN7) (x) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (xi) Oaktree Holdings, LLC("Holdings"), in its capacity as the managing member of Holdings I, (xii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings, (xiii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of OCG, (xiv) Brookfield Corporation (f/k/a Brookfield Asset Management Inc.) ("BAM"), and (xv) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

Remarks:

Form 2 of 2

	/s/ See Signatures Included in Exhibit 99.1	01/09/2023
	** Signature of Reporting Person	Date
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