SEC Form 4 · accession 0001104659-18-074707
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
T Scott Martin
Director
Period of report
Dec 20, 2018
Accepted (ET)
Dec 26, 2018 · 4:16 pm EST
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 interests | holding | — | — | — | 16,819 | D | ||
| Common units representing limited partner interestsF1 | holding | — | — | — | 4,268 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OpCo Common UnitsF3,F4,F2 | — | Dec 20, 2018 | J | 15,022 | A | — | — | Common units representing limited partner interests | 15,022 | 15,022 | I |
| OpCo Common UnitsF5,F6,F2 | — | Dec 20, 2018 | J | 88 | A | — | — | Common units representing limited partner interests | 88 | 88 | I |
Explanation of responses
- F1These common units representing limited partner interests ("Common Units") in Kimbell Royalty Partners, LP (the "Issuer") are owned directly by T. Scott Martin Oil & Gas, LLC. The reporting person is the sole member of T. Scott Martin Oil & Gas, LLC.
- F2Common units representing limited liability company interests ("OpCo Common Units") in Kimbell Royalty Operating, LLC (the "Operating Company"), together with an equal number of Class B common units representing limited partner interests in the Issuer ("Class B Units"), are exchangeable on a one-for-one basis for Common Units at the discretion of the holder thereof. The Issuer and the Operating Company have the option to deliver cash in lieu of Common Units upon the exercise of the holder's exchange right.
- F3Pursuant to the terms of a Purchase and Sale Agreement, dated as of November 20, 2018, by and among the Issuer and the other parties thereto (the "Purchase Agreement"), Rivercrest Capital Partners LP acquired (i) 2,813,179 OpCo Common Units and (ii) 2,813,179 Class B Units, in exchange for certain oil and gas royalty assets of Rivercrest Capital Partners LP with an estimated market value of approximately $46.7 million as of the signing of the Purchase Agreement.
- F4These OpCo Common Units are owned directly by Rivercrest Capital Partners LP. The reporting person is a member of Rivercrest Capital Investors LP, a member of Rivercrest Capital Partners LP.
- F5Pursuant to the terms of the Purchase Agreement, Cupola Royalty Direct, LLC acquired (i) 263,380 OpCo Common Units and (ii) 263,380 Class B Units, in exchange for certain oil and gas royalty assets of Cupola Royalty Direct, LLC with an estimated market value of approximately $4.4 million as of the signing of the Purchase Agreement.
- F6These OpCo Common Units are owned directly by Cupola Royalty Direct, LLC. The reporting person is a member of Rivercrest Cupola LLC, a member of Cupola Royalty Direct, LLC.