3//SEC Filing
Rivercrest Capital Partners LP 3
Accession 0001104659-18-075385
CIK 0001657788other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 6:32 PM ET
Size
8.5 KB
Accession
0001104659-18-075385
Insider Transaction Report
Form 3
Rivercrest Capital Partners LP
10% Owner
Holdings
OpCo Common Units
→ Common units representing limited partner interests (2,813,179 underlying)
Rivercrest Holding LP
10% Owner
Holdings
OpCo Common Units
→ Common units representing limited partner interests (2,813,179 underlying)
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 Capital Partners LP, a Delaware limited partnership (the "Fund") received an equal number of (i) "Opco Common Units," which represent limited liability company interests of Kimbell Royalty Operating, LLC (the "Operating Company"), and (ii) "Class B Units," which represent limited partner interests of the Issuer, in exchange for the Fund's sale of certain mineral, royalty, and/or overriding royalty interests to the Buyer Parties, as defined therein. Pursuant to the terms of the Agreement, Opco Common Units, together with an equal number of Class B Units, are exchangeable on a one-on-one basis for Common Units at the discretion of the reporting persons.
- [F2]Also pursuant to the terms of the Agreement, the Fund is 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.
- [F3]This Form 3 is filed jointly by the Fund, Rivercrest Capital Management LLC, a Delaware limited liability company ("RCM"), Rivercrest Holding LP, a Delaware limited partnership ("RHLP"), and Rivercrest Capital GP LLC, a Delaware limited liability company ("RCGP").
- [F4]RCM, as the managing member of the Fund, has the power to direct the affairs of the Fund, including the voting and disposition of shares. RHLP, the sole member of RCM, also has the power to direct the voting and disposition of shares held by the Fund. In addition, RCGP, as the general partner of the Fund and RHLP, also has the power to direct the voting and disposition of shares held by the Fund.
- [F5]For Section 16 purposes, RCM, RHLP, and RCGP disclaim beneficial ownership over the shares reported herein, except to the extent of their pecuniary interest therein.
Documents
Issuer
Kimbell Royalty Partners, LP
CIK 0001657788
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001683236
Filing Metadata
- Form type
- 3
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 6:32 PM ET
- Size
- 8.5 KB