FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/26/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common units representing limited partner interests | 01/26/2018 | A | 40,791 | A | $0 | 69,214(1) | D | |||
Common units representing limited partner interests | 27,539 | I | See footnote(2)(3) | |||||||
Common units representing limited partner interests | 2,000(4) | I | See footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. These common units representing limited partner interests (the "Common Units") are owned directly by the reporting person, and include (i) 5,718 Common Units received in a pro rata distribution from BGT Royalty Partners, LP to its limited partners and (ii) 69 Common Units received in a pro rata distribution from RCPTX Holdings Genpar, LLC to its members. Such Common Units were previously reported as being held indirectly by the reporting person through each of the foregoing entities but are now held directly by the reporting person. |
2. In prior Form 4 filings, the reporting person reported beneficial ownership of 285,848 Common Units held by MSW Royalties, LLC. These Common Units were distributed by MSW Royalties, LLC on a pro rata basis to its members and the holders of participation interests in certain of the assets (the "Contributed Assets") contributed by MSW Royalties, LLC, the title holder of such assets, to Kimbell Royalty Partners, LP in connection with its initial public offering. This amount represents that portion of the consideration received by MSW Royalties, LLC that is attributable to MSW Investment Trust's participation interest in the Contributed Assets, and reflects 27,539 Common Units received in a pro rata distribution from MSW Royalties, LLC to its members. |
3. Such Common Units were previously reported as being held indirectly by the reporting person through MSW Royalties, LLC but are now held directly by the MSW Investment Trust. The reporting person is the trustee and a beneficiary of the MSW Investment Trust. |
4. These Common Units are owned directly by the David Mitchell Wynne Asset Trust. The reporting person is the trustee of the David Mitchell Wynne Asset Trust. |
/s/ Matthew S. Daly, Attorney-in-Fact | 01/30/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |