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*
TESSLER ALLAN R

(Last) (First) (Middle)
2500 MOOSE-WILSON ROAD

(Street)
WILSON WY 83014

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TEXAS PACIFIC LAND TRUST [ TPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2020
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)
Code V Amount (A) or (D) Price
Sub-share Certificates of Proprietary Interest 03/09/2020 P 400 A $498 1,700 I Tessler Family LP(1)(3)(4)
Sub-share Certificates of Proprietary Interest 10,830 I ART-FGT Family Partners Limited(2)(3)(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The Issuer's Sub-share Certificates of Proprietary Interest, par value $.03-1/3 (the "Shares") are held by Tessler Family LP. The general partner of Tessler Family LP is Apres Vous, LLC, a Wyoming limited liability company ("Apres LLC"). Andrea Tessler, Karla Tessler and Christopher Tessler, the children of Mr. Tessler, are the members of Apres LLC. Andrea Tessler and Karla Tessler are the managers of Apres LLC. Mr. Tessler is a partner and controls Tessler Family LP. Tessler Family LP and Mr. Tessler may be deemed to share voting power and dispositive power with respect to the such Shares. Mr. Tessler disclaims beneficial ownership of the 1,700 shares held by Tessler Family LP for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"), except for his pecuniary interest therein.
2. The Shares are held by ART-FGT Family Partners Limited, a Wyoming limited partnership ("ART-FGT LP"). The general partner of ART-FGT LP is Tessler FMC, LLC, a Wyoming limited liability company ("Tessler LLC"). Mr. Tessler and his spouse, Frances G. Tessler, are the members of Tessler LLC. Andrea Tessler and Karla Tessler, daughters of Mr. Tessler, are the managers of Tessler LLC. Mr. Tessler is a partner and controls ART-FGT LP. ART-FGT LP and Mr. Tessler may be deemed to share voting power and dispositive power with respect to such Shares. Mr. Tessler disclaims beneficial ownership of the 10,830 Shares held by ART-FGT LP for purposes of Section 16 of the Act, except for his pecuniary interest therein. No transaction is reported. The amount of shares held indirectly through ART-FGT LP is included for informational purposes only.
3. SoftVest Advisors LLC, a Delaware limited liability company ("SoftVest Advisors"), Horizon Kinetics LLC, a Delaware limited liability company ("Horizon"), ART-FGT LP and Tessler Family Limited Partnership, a Wyoming limited partnership ("Tessler Family LP") have entered into a Cooperation Agreement, dated May 15, 2019 (the "Cooperation Agreement"). As a result of the Cooperation Agreement, SoftVest Advisors, SoftVest L.P., a Delaware limited partnership ("SoftVest LP"), Eric L. Oliver ("Mr. Oliver"), ART-FGT LP, Tessler Family LP, Mr. Tessler and Horizon may be deemed to have formed a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Act.
4. Each of the parties to the Cooperation Agreement may also be deemed to share voting power and dispositive power with respect to each other party's Shares as a result of the covenants and restrictions set forth in the Cooperation Agreement. Therefore, each of the parties to the Cooperation Agreement may be deemed to beneficially own all Shares beneficially owned by the other parties to the Cooperation Agreement, but each party to the Cooperation Agreement disclaims any beneficial ownership or pecuniary interest with respect to the Shares held by the other parties. The Shares in this Form 4 do not include the Shares owned by SoftVest LP, SoftVest Advisors, Mr. Oliver and Horizon.
/s/ Allan R. Tessler 03/11/2020
** 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).
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