SEC Form 4 · accession 0001104659-17-052274
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benny D. Duncan
Director · 10% Owner
Period of report
Aug 14, 2017
Accepted (ET)
Aug 16, 2017 · 4:51 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 units representing limited partner interestsF2,F3,F4 | Aug 14, 2017 | J | 206 | $0.00 | A | 104,981 | D | |
| Common units representing limited partner interestsF2,F3 | holding | — | — | — | 2,856 | I | By children of Mr. Duncan | |
| Common units representing limited partner interestsF5,F6 | holding | — | — | — | 1,837 | I | By GSEF, LLC | |
| Common units representing limited partner interestsF4,F7 | holding | — | — | — | 3,769 | I | See footnotes | |
| Common units representing limited partner interestsF4,F8 | holding | — | — | — | 168 | I | See footnotes | |
| Common units representing limited partner interestsF4,F9 | holding | — | — | — | 20,053 | I | See footnotes | |
| Common units representing limited partner interestsF4,F10 | holding | — | — | — | 19 | I | See footnotes | |
| Common units representing limited partner interestsF4,F11 | holding | — | — | — | 654 | I | See footnotes | |
| Common units representing limited partner interestsF4,F12 | holding | — | — | — | 26 | I | See footnotes | |
| Common units representing limited partner interestsF4,F13 | holding | — | — | — | 7,386 | I | See footnotes | |
| Common units representing limited partner interestsF4,F14 | holding | — | — | — | 140,624 | I | See footnotes | |
| Common units representing limited partner interestsF4,F15 | holding | — | — | — | 9,913 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents common units representing limited partner interests (the "Common Units") in Kimbell Royalty Partners, LP (the "Issuer") received in connection with a pro rata distribution by an independent partnership, of which Benny D. Duncan is a limited partner, to its partners.
- F10These securities are owned directly by Gorda Sound Royalties, L.P. Gorda Sound, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Gorda Sound Royalties, L.P. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Gorda Sound, LLC. Each of the reporting person and Gorda Sound, LLC disclaims beneficial ownership of the Common Units owned by Gorda Sound Royalties, L.P. except to the extent of his and its pecuniary interest therein.
- F11These securities are owned directly by Gorda Sound, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Gorda Sound, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Gorda Sound, LLC except to the extent of his pecuniary interest therein.
- F12These securities are owned directly by Oil Nut Bay Royalties, LP. Oil Nut Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Oil Nut Bay Royalties, LP. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Oil Nut Bay, LLC. Each of the reporting person and Oil Nut Bay, LLC disclaims beneficial ownership of the Common Units owned by Oil Nut Bay Royalties, LP except to the extent of his and its pecuniary interest therein.
- F13These securities are owned directly by Oil Nut Bay, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Oil Nut Bay, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Oil Nut Bay, LLC except to the extent of his pecuniary interest therein.
- F14These securities are owned directly by Trunk Bay Royalty Partners, Ltd. Trunk Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Trunk Bay Royalty Partners, Ltd. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Trunk Bay, LLC. Each of the reporting person and Trunk Bay, LLC disclaims beneficial ownership of the Common Units owned by Trunk Bay Royalty Partners, Ltd. except to the extent of his and its pecuniary interest therein.
- F15These securities are owned directly by Trunk Bay, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Trunk Bay, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Trunk Bay, LLC except to the extent of his pecuniary interest therein.
- F2Includes Common Units that were received from each of (i) Bitter End Royalties, LP as a result of a distribution of Common Units by Bitter End Royalties, LP on a pro rata basis to its partners, (ii) Gorda Sound Royalties, L.P. as a result of a distribution of Common Units by Gorda Sound Royalties, L.P. on a pro rata basis to its partners, (iii) Oil Nut Bay Royalties, LP as a result of a distribution of Common Units by Oil Nut Bay Royalties, LP on a pro rata basis to its partners, and (iv) Trunk Bay Royalty Partners, Ltd. as a result of a distribution of Common Units by Trunk Bay Royalty Partners, Ltd. on a pro rata basis to its partners (collectively, the "BVI Distributions").
- F3The acquisition of Common Units in each of the BVI Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units in each of the BVI Distributions from Section 16 of the Exchange Act.
- F4This Form 4 is being filed by Mr. Duncan concurrently with another Form 4 filing by Bitter End Royalties, LP, Bitter End, LLC, Eagle Minerals LP, Eagle Management, LLC, Gorda Sound Royalties, L.P., Gorda Sound, LLC, Oil Nut Bay Royalties, LP, Oil Nut Bay, LLC, Trunk Bay Royalty Partners, Ltd. and Trunk Bay, LLC (collectively, the "Entity Filers"). Because the electronic filing system of the Securities and Exchange Commission does not accept CIK and CCC codes from more than ten joint filers of a report, Mr. Duncan and the Entity Filers have filed separate reports that each relate to and report the Common Units described herein and therein.
- F5Includes Common Units that were received by GSEF, LLC from Gorda Sound Royalties, L.P. as a result of a distribution of Common Units by Gorda Sound Royalties, L.P. on a pro rata basis to its partners (the "Gorda Sound Distribution"). The acquisition of Common Units by GSEF, LLC in the Gorda Sound Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units by GSEF, LLC in the Gorda Sound Distribution from Section 16 of the Exchange Act.
- F6These securities are owned directly by GSEF, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, GSEF, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by GSEF, LLC except to the extent of his pecuniary interest therein.
- F7These securities are owned directly by Bitter End Royalties, LP. Bitter End, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Bitter End Royalties, LP. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Bitter End, LLC. Each of the reporting person and Bitter End, LLC disclaims beneficial ownership of the Common Units owned by Bitter End Royalties, LP except to the extent of his and its pecuniary interest therein.
- F8These securities are owned directly by Bitter End, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Bitter End, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Bitter End, LLC except to the extent of his pecuniary interest therein.
- F9These securities are owned directly by Eagle Minerals LP. Eagle Management, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Eagle Minerals LP. The reporting person is the sole member of, and may be deemed to beneficially own securities owned by, Eagle Management, LLC. Each of the reporting person and Eagle Management, LLC disclaims beneficial ownership of the Common Units owned by Eagle Minerals LP except to the extent of his and its pecuniary interest therein.