0001011438-24-000283.txt : 20240308 0001011438-24-000283.hdr.sgml : 20240308 20240308164532 ACCESSION NUMBER: 0001011438-24-000283 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180510 FILED AS OF DATE: 20240308 DATE AS OF CHANGE: 20240308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Diamondback Energy, Inc. CENTRAL INDEX KEY: 0001539838 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36505 FILM NUMBER: 24735148 BUSINESS ADDRESS: STREET 1: 500 WEST TEXAS STREET 2: SUITE 1200 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 405-463-6900 MAIL ADDRESS: STREET 1: 500 WEST TEXAS STREET 2: SUITE 1200 CITY: MIDLAND STATE: TX ZIP: 79701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Viper Energy, Inc. CENTRAL INDEX KEY: 0001602065 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 465001985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 WEST TEXAS AVENUE STREET 2: SUITE 100 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 432-221-7400 MAIL ADDRESS: STREET 1: 500 WEST TEXAS AVENUE STREET 2: SUITE 100 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: Viper Energy Partners LP DATE OF NAME CHANGE: 20140307 4 1 form4.xml X0508 4 2018-05-10 0001602065 Viper Energy, Inc. VNOM 0001539838 Diamondback Energy, Inc. 500 WEST TEXAS SUITE 100 MIDLAND TX 79701 true true false Common Units representing limited partner interests 2018-05-10 4 D 0 73150000 D 0 D Common Units representing limited partner interests 2018-05-10 4 M 0 731500 A 731500 D Common Units representing limited partner interests 2023-10-31 4 M 0 7215007 27.72 A 7946507 D Class A Common Stock 2024-03-08 4 M 0 5278493 A 13225000 D Class A Common Stock 2024-03-08 4 S 0 13225000 34.125 D 0 D Class B Units 2018-05-10 4 A 0 73150000 A Common Units 73150000 73150000 D Operating Company Units 2018-05-10 4 A 0 73150000 A Common Units 73150000 73150000 D Class B Units 2018-05-10 4 M 0 731500 D Common Units 731500 72418500 D Operating Company Units 2018-05-10 4 M 0 731500 D Common Units 731500 72418500 D Class B Units 2019-10-01 4 A 0 10224918 A Common Units 82643418 82643418 D Operating Company Units 2019-10-01 4 A 0 10224918 A Common Units 82643418 82643418 D Class B Units 2019-10-01 4 A 0 8066528 A Common Units 8066528 8066528 I See footnote Operating Company Units 2019-10-01 4 A 0 8066528 A Common Units 73150000 8066528 I See footnote Put Option (obligation to buy) 27.72 2023-09-04 4 D 0 7215007 D 2023-09-04 2023-11-01 Common Units 7215007 7215007 D Put Option (obligation to buy) 27.72 2023-10-31 4 M 0 7215007 D 2023-09-04 2023-11-01 Common Units 7215007 0 D Class B Common Stock 2024-03-08 4 M 0 5278493 D Class A Common Stock 5278493 77364925 D Operating Company Units 2024-03-08 4 M 0 5278493 D Class A Common Stock 5278493 77364925 D Effective on May 10, 2018, Diamondback Energy, Inc.(the "Reporting Person") delivered and assigned to Viper Energy Partners LP (a predecessor of Viper Energy, Inc., collectively, the "Issuer"), a subsidiary that is primarily controlled by the Reporting Person, 73,150,000 common units representing limited partnership interests (the "Common Units") that the Reporting Person owned in exchange for (i) 73,150,000 of the Issuer's newly-issued Class B units representing limited partnership units (the "Class B Units") and (ii) 73,150,000 newly-issued units of the Operating Company ("OpCo Units") of Viper Energy Partners LLC, as defined below (the "Recapitalization"). Following the Recapitalization, each Class B Unit and each OpCo Unit were together convertible and exchangeable into one Common Unit of Viper Energy Partners LP. Following the Conversion, as defined below, one share of Class B common stock, par value $0.000001 per share (the "Class B Common Stock") and each OpCo Unit were together convertible and exchangeable into one share of Class A common stock, par value $0.000001 per share (the "Class A Common Stock") of the Issuer. On May 10, 2018, the Reporting Person converted and exchanged 731,500 Class B Units and Operating Company Units for an equal number of Common Units. On September 4, 2023, the Reporting Person granted the Issuer a right to sell up to 7,215,007 Common Units to the Reporting Person at a fixed price of $27.72, which the Issuer was permitted to exercise until a certain acquisition closed. The Issuer exercised its right to sell Common Units to the Reporting Person on October 31, 2023. On March 8, 2024, the Reporting Person converted and exchanged 5,278,493 Class B Shares and OpCo Units in connection with the Reporting Person's registered offering of Class A Common Stock, which included 11,500,000 shares of Class A Common Stock sold by the Reporting Person to the underwriters in the firm offering and shares of Class A Common Stock subject to the underwriters' option to purchase 1,725,000 additional shares of Class A Common Stock, which option was exercised in full by the underwriters, and the offering of both firm and optional shares closed on March 8, 2024. On November 13, 2023, the Issuer converted its form to that of a corporation (the "Conversion"), and each Common Unit became one share of Class A Common Stock, each Class B Common Unit became one share Class B Common Stock, and each unit of the Operating Company was now exchangeable, together with a share of Class B Common Stock into one share of Class A Common Stock. The Conversion was a change in form of the Issuer without any change in the pecuniary interest of the Reporting Person. On October 1, 2019, Viper Energy Partners LP completed the acquisition of certain mineral and royalty interests from subsidiaries of the Reporting Person in exchange for 10,244,918 OpCo Units and Class B Units newly issued to the Reporting Person, 8,066,528 OpCo Units and Class B Units newly issued to a wholly owned subsidiary of the Reporting Person and $190.2 million in cash. Held by Diamondback E&P LLC, a wholly owned subsidiary of the Reporting Person. By virtue of the Reporting Person's representation on the Board of Directors of Viper Energy, Inc. (the "Issuer"), for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed a director by deputization of the Issuer. /s/ Teresa L. Dick, as Executive Vice President, Chief Accounting Officer and Assistant Secretary 2024-03-08