Home/Filings/3/0000899243-19-009984

3//SEC Filing

PEP I Holdings, LLC 3

Accession 0000899243-19-009984

CIK 0001657788other

View on SEC.gov Company Profile

Filed

Apr 3, 8:00 PM ET

Accepted

Apr 4, 4:23 PM ET

Size

27.5 KB

Accession

0000899243-19-009984

Insider Transaction Report

Form 3

Period: 2019-03-25

Kimbell Royalty Partners, LPKRP

PEP III Holdings, LLC

10% Owner

Holdings

OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)
Class B Common Units
(indirect: See footnotes)
5,358,000
Class B Common Units
(indirect: See footnotes)
723,800
Class B Common Units
(indirect: See footnotes)
3,318,200
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)

ENCAP ENERGY CAPITAL FUND VI L P

10% Owner

Holdings

Class B Common Units
(indirect: See footnotes)
723,800
Class B Common Units
(indirect: See footnotes)
5,358,000
Class B Common Units
(indirect: See footnotes)
3,318,200
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)

EnCap Partners GP, LLC

10% Owner

Holdings

Class B Common Units
(indirect: See footnotes)
3,318,200
Class B Common Units
(indirect: See footnotes)
723,800
Class B Common Units
(indirect: See footnotes)
5,358,000
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)

EnCap Energy Capital Fund VIII, L.P.

10% Owner

Holdings

Class B Common Units
(indirect: See footnotes)
3,318,200
Class B Common Units
(indirect: See footnotes)
5,358,000
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
Class B Common Units
(indirect: See footnotes)
723,800
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)

ENCAP ENERGY CAPITAL FUND VII LP

10% Owner

Holdings

OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
Class B Common Units
(indirect: See footnotes)
723,800
Class B Common Units
(indirect: See footnotes)
5,358,000
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)
Class B Common Units
(indirect: See footnotes)
3,318,200
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)

PEP I Holdings, LLC

10% Owner

Holdings

Class B Common Units
(indirect: See footnotes)
3,318,200
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)
Class B Common Units
(indirect: See footnotes)
723,800
Class B Common Units
(indirect: See footnotes)
5,358,000
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)

EnCap VI-B Acquisitions, L.P.

10% Owner

Holdings

Class B Common Units
(indirect: See footnotes)
3,318,200
Class B Common Units
(indirect: See footnotes)
5,358,000
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)
Class B Common Units
(indirect: See footnotes)
723,800

PEP II Holdings, LLC

10% Owner

Holdings

Class B Common Units
(indirect: See footnotes)
723,800
Class B Common Units
(indirect: See footnotes)
3,318,200
Class B Common Units
(indirect: See footnotes)
5,358,000
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (723,800 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (3,318,200 underlying)
OpCo Common Units
(indirect: See footnotes)
Exercise: $0.00→ Common Units (5,358,000 underlying)

Footnotes (7)

[F1]The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash.
[F2]EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.
[F3](Continued from Footnote 2) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").
[F4]These securities may be deemed to be beneficially owned by PEP I Holdings, LLC ("Phillips I"). On March 25, 2019, pursuant to a Securities Purchase Agreement, dated as of February 6, 2019 (the "Purchase Agreement"), by and among the Issuer, Phillips I, PEP II Holdings, LLC ("Phillips II"), PEP III Holdings, LLC ("Phillips III") and OpCo, Phillips I received 723,800 OpCo Units and 723,800 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.
[F5](Continued from Footnote 4) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.
[F6]These securities may be deemed to be beneficially owned by Phillips II. On March 25, 2019, pursuant to the Purchase Agreement, Phillips II received 3,318,200 OpCo Units and 3,318,200 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VII and Phillips II have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.
[F7]These securities may be deemed to be beneficially owned by Phillips III. On March 25, 2019, pursuant to the Purchase Agreement, Phillips III received 5,358,000 OpCo Units and 5,358,000 Class B Units. EnCap Partners GP indirectly manages EnCap Fund VIII, which is the managing member of Phillips III. Therefore, EnCap Partners GP and EnCap Fund VIII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VIII and Phillips III have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.

Documents

1 file

3
doc3.xmlPrimary
FORM 3 SUBMISSION

Issuer

Kimbell Royalty Partners, LP

CIK 0001657788

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001772462

Filing Metadata

Form type: 3
Filed: Apr 3, 8:00 PM ET
Accepted: Apr 4, 4:23 PM ET
Size: 27.5 KB

View on SEC.gov