SEC Form 4 · accession 0000899243-18-025203
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Richard A Kayne
10% Owner
KAYNE ANDERSON CAPITAL ADVISORS LP
10% Owner
Haymaker Minerals & Royalties, LLC
10% Owner
Period of report
Sep 23, 2018
Accepted (ET)
Sep 25, 2018 · 7:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001657788
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF2,F3 | Sep 23, 2018 | J | 4,000,000 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OpCo Common UnitsF4,F2,F3 | — | Sep 23, 2018 | J | 4,000,000 | A | — | — | Common Units | — | 4,000,000 | D |
Explanation of responses
- F1In connection with the effectiveness of the Issuer's Third Amended and Restated Partnership Agreement and pursuant to a Recapitalization Agreement (the "Recapitalization Agreement"), Haymaker Minerals & Royalties, LLC ("Haymaker Minerals") delivered and assigned its 4,000,000 common units in exchange for (i) 4,000,000 newly issued Class B common units (the "Class B Common Unit") representing limited partnership interests in the Issuer and (ii) 4,000,000 newly issued common units (the "OpCo Common Units") in Kimbell Royalty Operating, LLC (the "OpCo"), a wholly owned subsidiary of the Issuer.
- F2These shares are owned directly by Haymaker Minerals. Kayne Anderson Capital Advisors, L.P. ("KACALP") is the managing member of the general partner of Kayne Anderson Energy Fund VI LP ("KAEF VI"), a member of Haymaker Minerals holding the right to appoint four of the seven representatives to the board of managers of Haymaker Minerals. The four representatives to the board of managers of Haymaker Minerals appointed by KAEF VI possess the majority vote of the board of managers of Haymaker Minerals. As a result, KACALP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by Haymaker Minerals. Richard A. Kayne ("Mr. Kayne") is the controlling shareholder of Kayne Anderson Investment Management, Inc., the general partner of KACALP.
- F3(Continued from footnote 2) Mr. Kayne is also a limited partner of KAEF VI. KACALP disclaims beneficial ownership of the securities owned by Haymaker Minerals in excess of its pecuniary interest therein and this statement shall not be deemed an admission that KACALP is the beneficial owner of the reported Common Units for the purposes of Section 13(d) of the Exchange Act or any other purpose. Mr. Kayne disclaims beneficial ownership of the Common Units reported, except those Common Units held by him or attributable to him by virtue of his limited partner interest in KAEF VI and his indirect interest in the interest of KACALP in KAEF VI.
- F4Pursuant to an Exchange Agreement entered into in connection with the Recapitalization Agreement and the effectiveness of the Issuer's Third Amended and Restated Partnership Agreement, each Class B Common Unit and OpCo Common Unit (together, a "Unit"), collectively, are exchangeable, on a one-for-one basis, for common units of the Issuer or, at the OpCo's election, for cash. Upon exchange of a Unit, the corresponding unit of Class B Common Unit and OpCo Common Unit will be redeemed at par value and cancelled. The Class B Common Units and the OpCo Common Units do not have an expiration date.
Remarks
Joint Filer Statement (Previously Filed).