SEC Form 4 · accession 0001104659-18-058503
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kimbell Art Foundation
10% Owner
Period of report
Sep 23, 2018
Accepted (ET)
Sep 25, 2018 · 7:08 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 | Sep 23, 2018 | J | 2,953,258 | — | 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 UnitsF1 | — | Sep 23, 2018 | J | 2,953,258 | A | — | — | Common units representing limited partner interests | 2,953,258 | 2,953,258 | D |
Explanation of responses
- F1Pursuant to the terms of a Recapitalization Agreement, dated as of July 24, 2018, the reporting person exchanged all of its common units representing limited partner interests ("Common Units") of Kimbell Royalty Partners, LP (the "Issuer") for an equal number of (i) "OpCo Common Units," which represent limited liability company interests of Kimbell Royalty Operating, LLC (the "Operating Company"), and (ii) "Class B Units," which represent limited partner interests of the Issuer. Pursuant to the terms of an Exchange Agreement, dated as of September 23, 2018, OpCo Common Units, together with an equal number of Class B Units, are exchangeable on a one-on-one basis for Common Units at the discretion of the reporting person. The Issuer and the Operating Company have the option to deliver cash in lieu of Common Units upon the exercise by the reporting person of its exchange right.