SEC Form 5 · accession 0001104659-19-008854
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 6:41 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 interestsF1,F2,F3 | Sep 19, 2018 | J | 20,000 | — | A | 20,000 | D | |
| Common units representing limited partner interestsF1,F2,F3 | Sep 21, 2018 | J | 10,000 | — | A | 30,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These common units representing limited partner interests (the "Common Units") were contributed to Kimbell GP Holdings, LLC ("Holdings") in connection with the previously announced recapitalization of Kimbell Royalty Partners, LP (the "Issuer") related to the Issuer's decision to change its U.S. federal income tax status from a pass-through partnership to an entity taxable as a corporation by means of a "check-the-box" election. Such Common Units include (i) 5,000 Common Units contributed by Ben J. Fortson, (ii) 5,000 Common Units contributed by Mitch S. Wynne and (iii) 10,000 Common Units contributed by Robert D. Ravnaas, each on September 19, 2018, and (iv) 10,000 Common Units contributed by BGT Minerals, LLC on September 21, 2018.
- F2Holdings is the sole member of Kimbell Royalty GP, LLC (the "General Partner"), which is the general partner of the Issuer. Holdings has the right to appoint all of the directors of the Board of Directors of the General Partner. Therefore, Holdings may be deemed to be a director by deputization.
- F3The General Partner disclaims Section 16 beneficial ownership of the securities held by Holdings, except to the extent of its pecuniary interest therein, if any.