5//SEC Filing
Yorktown X Associates LLC 5
Accession 0000899243-19-003674
CIK 0001657788other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 5:54 PM ET
Size
8.5 KB
Accession
0000899243-19-003674
Insider Transaction Report
Form 5
Yorktown X Associates LLC
10% Owner
Transactions
- Other
Common Units
2019-01-25+770,946.074→ 770,946.074 total(indirect: See Footnotes)
Footnotes (5)
- [F1]Pursuant to a Purchase and Sale Agreement, dated as of November 20, 2018, by and among the Issuer and other parties thereto (the "Agreement"), Rivercrest Royalties Holdings II, LLC, a Delaware limited liability company ("Holdings II"), received an equal number of (i) common units representing limited liability company interests ("Opco Common Units") in Kimbell Royalty Operating, LLC (the "Operating Company"), and (ii) "Class B Units," which are common units representing limited partner interests of the Issuer, in exchange for the sale by Holdings II of all of the limited liability company interests in Rivercrest Royalties II, LLC, a Delaware limited liability company. Pursuant to the terms of the Agreement, Opco Common Units, together with an equal number of Class B Units, were exchangeable on a one-on-one basis for Common Units at the discretion of Holdings II.
- [F2](Continued from Footnote 1) Also pursuant to the terms of the Agreement, Holdings II was restricted from selling any of its Opco Common Units for a period of 120 days after December 20, 2018, subject to certain limited and specified exceptions. On January 25, 2019, Holdings II exercised its right to exchange its Opco Common Units and an equivalent number of Class B Units for Common Units.
- [F3]Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X") is a member of Holdings II and currently owns a majority of the outstanding units in Holdings II. Under the terms of Holdings II's governing agreements Yorktown X has the ability to elect or remove members of the Board of Managers of Holdings II for so long as Yorktown X owns a majority of the outstanding units in Holdings II. Yorktown X, therefore, could appoint a majority of the members of the Board of Managers of Holdings II, which has the power to direct the voting and disposition of shares held by Holdings II.
- [F4]Yorktown X Associates LLC, a Delaware limited liability company ("Yorktown X Associates"), is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X. Yorktown X Associates disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Yorktown X Associates is the beneficial owner of the securities for Section 16 or any other purpose.
- [F5]Reporting shareholder does not currently beneficially own, and has not beneficially owned, directly or indirectly, 10% or more of the Common Units to which this Form 5 relates. The Form 3 initially filed by Reporting Shareholder in respect of such Common Units on December 31, 2018 was filed in error. Reporting shareholder did not have, and currently does not have, a reportable position in such Common Units for purposes of Section 16(a) of the Securities Exchange Act of 1934.
Documents
Issuer
Kimbell Royalty Partners, LP
CIK 0001657788
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001687161
Filing Metadata
- Form type
- 5
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 5:54 PM ET
- Size
- 8.5 KB