| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2025 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/27/2025 | F | 4,321 | D(1) | $19.5(2) | 83,519 | D | |||
| Class A Common Stock | 02/28/2025 | A | 23,077 | A | $0(3) | 106,596 | D | |||
| Class A Common Stock | 03/01/2025 | F | 3,758 | D(4) | $20(5) | 102,838 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Performance Stock Units | (6) | 02/28/2025 | A | 69,231 | (6) | (6) | Class A Common Stock | 69,231 | $0 | 210,263 | D | ||||
| Explanation of Responses: |
| 1. These shares were withheld by Sitio Royalties Corp. (the "Company") to satisfy the tax withholding obligations of the reporting person in connection with the vesting of one-third of an award of restricted stock units ("RSUs") on February 27, 2025. |
| 2. Represents the closing price of the Company's Class A common stock, par value $0.0001 per share ("Common Stock"), on the date of the tax withholding. |
| 3. Represents RSUs granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive one share of the Company's Common Stock. The RSUs will vest in equal one-third installments on each of the first three anniversaries of February 28, 2025, subject to the reporting person's continuous service through each vesting date. |
| 4. These shares were withheld by the Company to satisfy the tax withholding obligations of the reporting person in connection with the vesting of one-third of an award of RSUs on March 1, 2025. |
| 5. Represents the closing price of the Company's Common Stock on February 28, 2025, the trading date immediately preceding the date of the tax withholding. |
| 6. Represents performance stock units ("PSUs") granted to the reporting person pursuant to the LTIP in respect of calendar year 2025. Each PSU represents the right to receive one share of Common Stock. The PSUs will be 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 beginning with the last 20 trading days of 2024 through the last 20 trading days of 2027, subject to the reporting person's continuous service through the end of such performance period. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 200% of such target number. |
| Remarks: |
| Executive Vice President, General Counsel and Secretary |
| /s/ Brett S. Riesenfeld | 03/03/2025 | |
| ** 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. | ||
