SEC Form 4 · accession 0001104659-17-052275
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Oil Nut Bay Royalties, LP
10% Owner
Gorda Sound, LLC
10% Owner
Oil Nut Bay, LLC
10% Owner
Trunk Bay Royalty Partners, Ltd.
10% Owner
Gorda Sound Royalties, L.P.
10% Owner
Eagle Minerals LP
10% Owner
Bitter End, LLC
10% Owner
Bitter End Royalties, LP
10% Owner
Trunk Bay, LLC
10% Owner
Eagle Management, LLC
10% Owner
Period of report
Aug 14, 2017
Accepted (ET)
Aug 16, 2017 · 4:52 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 interestsF1,F2,F3,F4,F5,F6,F7 | Aug 14, 2017 | J | 910,265 | $0.00 | D | 140,624 | D | |
| Common units representing limited partner interestsF10,F2,F3,F4,F5,F6,F11 | Aug 14, 2017 | J | 14,940 | $0.00 | D | 3,769 | D | |
| Common units representing limited partner interestsF14,F2,F3,F4,F5,F6,F15 | Aug 14, 2017 | J | 122,453 | $0.00 | D | 19 | D | |
| Common units representing limited partner interestsF18,F2,F3,F4,F5,F6,F19 | Aug 14, 2017 | J | 738,584 | $0.00 | D | 26 | D | |
| Common units representing limited partner interestsF8,F2,F3,F4,F5,F6,F9 | holding | — | — | — | 9,913 | D | ||
| Common units representing limited partner interestsF12,F2,F3,F4,F5,F6,F13 | holding | — | — | — | 168 | D | ||
| Common units representing limited partner interestsF16,F2,F3,F4,F5,F6,F17 | holding | — | — | — | 654 | D | ||
| Common units representing limited partner interestsF20,F2,F3,F4,F5,F6,F21 | holding | — | — | — | 7,386 | D | ||
| Common units representing limited partner interestsF2,F3,F4,F5,F6,F22 | holding | — | — | — | 20,053 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Such common units representing limited partner interests (the "Common Units") in Kimbell Royalty Partners, LP (the "Issuer") were distributed by Trunk Bay Royalty Partners, Ltd. on a pro rata basis to its partners (the "Trunk Bay Distribution").
- F10Such Common Units were distributed by Bitter End Royalties, LP on a pro rata basis to its partners (the "Bitter End Distribution").
- F11Represents Common Units directly beneficially owned by Bitter End Royalties, LP.
- F12Represents Common Units received by Bitter End, LLC from Bitter End Royalties, LP as a result of the Bitter End Distribution. The acquisition of Common Units by Bitter End, LLC in the Bitter End 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 Bitter End, LLC in the Bitter End Distribution from Section 16 of the Exchange Act.
- F13Represents Common Units directly beneficially owned by Bitter End, LLC.
- F14Such Common Units were distributed by Gorda Sound Royalties, L.P. on a pro rata basis to its partners (the "Gorda Sound Distribution").
- F15Represents Common Units directly beneficially owned by Gorda Sound Royalties, L.P.
- F16Represents Common Units received by Gorda Sound, LLC from Gorda Sound Royalties, L.P. as a result of the Gorda Sound Distribution. The acquisition of Common Units by Gorda Sound, 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 Gorda Sound, LLC in the Gorda Sound Distribution from Section 16 of the Exchange Act.
- F17Represents Common Units directly beneficially owned by Gorda Sound, LLC.
- F18Such Common Units were distributed by Oil Nut Bay Royalties, LP on a pro rata basis to its partners (the "Oil Nut Bay Distribution").
- F19Represents Common Units directly beneficially owned by Oil Nut Bay Royalties, LP.
- F2This Form 4 is being jointly filed 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"). Each of the Entity Filers, other than Eagle Management, LLC, directly beneficially owns certain of the securities covered by this Form 4. This Form 4 is being concurrently with another Form 4 filing by Benny D. Duncan. 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, Benny D. Duncan and the Entity Filers have filed separate reports that both relate to and report the Common Units described herein.
- F20Represents Common Units received by Oil Nut Bay, LLC from Oil Nut Bay Royalties, LP as a result of the Oil Nut Bay Distribution. The acquisition of Common Units by Oil Nut Bay, LLC in the Oil Nut Bay 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 Oil Nut Bay, LLC in the Oil Nut Bay Distribution from Section 16 of the Exchange Act.
- F21Represents Common Units directly beneficially owned by Oil Nut Bay, LLC.
- F22Represents Common Units directly beneficially owned by Eagle Minerals LP.
- F3Bitter End, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Bitter End Royalties, LP. Eagle Management, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Eagle Minerals LP. Gorda Sound, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Gorda Sound Royalties, L.P. Oil Nut Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Oil Nut Bay Royalties, LP.
- F4Trunk Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Trunk Bay Royalty Partners, Ltd. Benny D. Duncan is the sole manager of Bitter End, LLC, the sole member of Eagle Management, LLC, the sole manager of Gorda Sound, LLC, the sole manager of Oil Nut Bay, LLC, and the sole manager of Trunk Bay, LLC. Therefore, Benny D. Duncan may be deemed to benefically own certain securities owned by Bitter End, LLC, Eagle Management, LLC, Gorda Sound, LLC, Oil Nut Bay, LLC, and Trunk Bay, LLC.
- F5The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
- F6The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- F7Represents Common Units directly beneficially owned by Trunk Bay Royalty Partners, Ltd.
- F8Represents Common Units received by Trunk Bay, LLC from Trunk Bay Royalty Partners, Ltd. as a result of the Trunk Bay Distribution. The acquisition of Common Units by Trunk Bay, LLC in the Trunk Bay 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 Trunk Bay, LLC in the Trunk Bay Distribution from Section 16 of the Exchange Act.
- F9Represents Common Units directly beneficially owned by Trunk Bay, LLC.