SEC Form 4 · accession 0001140361-18-039068
Kimbell Royalty Partners, LP · KRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Henry R Kravis
10% Owner
George R Roberts
10% Owner
KKR & Co. Inc.
10% Owner
KKR Management LLC
10% Owner
KKR Fund Holdings GP Ltd
10% Owner
KKR Fund Holdings L.P.
10% Owner
KKR Group Holdings Corp.
10% Owner
KKR UPSTREAM LLC
10% Owner
Period of report
Sep 23, 2018
Accepted (ET)
Sep 25, 2018 · 5:22 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,F4,F5 | Sep 23, 2018 | J | 4,599,554 | — | D | 0 | I | See footnotes |
| Common units representing limited partner interestsF1,F3,F4,F5 | Sep 23, 2018 | J | 314,005 | — | D | 0 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OpCo UnitsF1,F2,F4,F5 | — | Sep 23, 2018 | J | 4,599,554 | A | — | — | Common units representing limited partner interests | 4,599,554 | 4,599,554 | I |
| OpCo UnitsF1,F3,F4,F5 | — | Sep 23, 2018 | J | 314,005 | A | — | — | Common units representing limited partner interests | 314,005 | 314,005 | I |
Explanation of responses
- F1Pursuant to the terms of a Recapitalization Agreement, dated July 24, 2018, the Reporting Persons exchanged all common units representing limited partner interests ("Common Units") of Kimbell Royalty Partners, LP (the "Issuer") owned on a one-for-one basis for "OpCo Units", which represent limited liability company units of Kimbell Royalty Operating, LLC, and an equal number of Class B common units ("Class B Units") of the Issuer. Pursuant to the terms of an Exchange Agreement, dated September 23, 2018, OpCo Units, together with an equal number of Class B Units, are exchangeable on a one-for-one basis for Common Units at the discretion of the holder.
- F2These securities are held by EIGF Aggregator III LLC ("EIGF Aggregator III"). EIGF Aggregator LLC ("EIGF Aggregator") is the managing member of EIGF Aggregator III. KKR Energy Income and Growth Fund I L.P. ("KKR Energy Income") is the managing member of EIGF Aggregator. KKR Associates EIGF L.P. ("KKR Associates") is the general partner of KKR Energy Income.
- F3These securities are held by TE Drilling Aggregator LLC ("TE Drilling Aggregator"). KKR Energy Income and Growth Fund I-TE L.P. ("KKR Energy Income TE") is the sole member of TE Drilling Aggregator, and KKR Associates EIGF TE L.P. ("KKR Associates TE") is the general partner of KKR Energy Income TE.
- F4KKR EIGF LLC ("KKR EIGF") is the general partner of KKR Associates and the general partner of KKR Associates TE. KKR Upstream Associates LLC ("KKR Upstream Associates") is the sole member of KKR EIGF. KKR Fund Holdings L.P. ("KKR Fund Holdings") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates and KKR Fund Holdings is the sole member of KKR Upstream. KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") is a general partner of KKR Fund Holdings. KKR Group Holdings Corp. ("KKR Group Holdings") is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLC ("KKR Management") is the controlling shareholder of KKR & Co. Messrs. Kravis and Roberts are the designated members of KKR Management.
- F5Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks
Because no more than 10 reporting persons can file any one Form4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.