SEC Form 5 · accession 0001104659-19-008858
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
BGT Investments LLC
Director
Period of report
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 6:44 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 | Sep 21, 2018 | J | 10,000 | — | A | 10,000 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These common units representing limited partner interests (the "Common Units") are owned directly by Kimbell GP Holdings, LLC ("Holdings"). The reporting person holds a 33.33% membership interest in Holdings, which is the sole member of Kimbell Royalty GP, LLC (the "General Partner"), which is the general partner of Kimbell Royalty Partners, LP (the "Issuer"). As a holder of a membership interest in Holdings, the reporting person is deemed to beneficially own the Common Units reported herein. Previously, these Common Units were reported as being held directly by BGT Minerals, LLC. On September 21, 2018, the Common Units were assigned by BGT Minerals, LLC to Holdings in connection with the previously announced recapitalization of 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.
- F2Holdings has the right to appoint all of the directors of the Board of Directors of the General Partner. Therefore, the reporting person may be deemed to be a director by deputization. The reporting person disclaims its possible status as a director of the Issuer by deputization.