SEC FORM 4

SEC Form 4

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^*

Duncan Benny D.

(Last)

(First)

(Middle)

P.O. BOX 671099

(Street)

DALLAS

75367

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	11/29/2017		J⁽¹⁾		836	A	$0	111,039	D
Common units representing limited partner interests								2,894	I	By children of Mr. Duncan
Common units representing limited partner interests								7,604	I	See⁽²⁾
Common units representing limited partner interests								1,837	I	By GSEF, LLC⁽³⁾
Common units representing limited partner interests								3,769	I	See⁽⁴⁾
Common units representing limited partner interests								168	I	See⁽⁵⁾
Common units representing limited partner interests								654	I	See⁽⁶⁾
Common units representing limited partner interests								160,677	I	See⁽⁷⁾
Common units representing limited partner interests								9,913	I	See⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents common units representing limited partner interests (the "Common Units") in Kimbell Royalty Partners, LP (the "Issuer") received by Benny D. Duncan in connection with a pro rata distribution by an independent partnership, of which Mr. Duncan is a limited partner, to its partners.

2. These securities are owned directly by Oil Nut Bay, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Oil Nut Bay, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Oil Nut Bay, LLC except to the extent of his pecuniary interest therein.

3. These securities are owned directly by GSEF, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, GSEF, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by GSEF, LLC except to the extent of his pecuniary interest therein.

4. These securities are owned directly by Bitter End Royalties, LP. Bitter End, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Bitter End Royalties, LP. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Bitter End, LLC. Each of the reporting person and Bitter End, LLC disclaims beneficial ownership of the Common Units owned by Bitter End Royalties, LP except to the extent of his and its pecuniary interest therein.

5. These securities are owned directly by Bitter End, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Bitter End, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Bitter End, LLC except to the extent of his pecuniary interest therein.

6. These securities are owned directly by Gorda Sound, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Gorda Sound, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Gorda Sound, LLC except to the extent of his pecuniary interest therein.

7. These securities are owned directly by Trunk Bay Royalty Partners, Ltd. Trunk Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Trunk Bay Royalty Partners, Ltd. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Trunk Bay, LLC. Each of the reporting person and Trunk Bay, LLC disclaims beneficial ownership of the Common Units owned by Trunk Bay Royalty Partners, Ltd. except to the extent of his and its pecuniary interest therein.

8. These securities are owned directly by Trunk Bay, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Trunk Bay, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Trunk Bay, LLC except to the extent of his pecuniary interest therein.

	/s/ Benny D. Duncan	02/14/2018
	** 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.