| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Sitio Royalties Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
1401 Lawrence Street, Suite 1750, Denver,
COLORADO
, 80202. |
Item 1 Comment:
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2023, as amendment by the Schedule 13D/A filed on June 23, 2023 ("Amendment No. 1") and the Schedule 13D/A filed on June 4, 2025 ("Amendment No. 2") and together with this Amendment No. 3 (the "Schedule 13D"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated as follows:
This Amendment No. 3 is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the "Reporting Persons"):
(i) Source Energy Permian II, LLC, a Delaware limited liability company ("Source");
(ii) Sierra Energy Royalties, LLC, a Delaware limited liability company ("Sierra");
(iii) Source Energy Partners, LLC, a Delaware limited liability company ("Source Energy");
(iv) OCM FIE, LLC, a Delaware limited liability company ("FIE");
(v) Oaktree Capital Management LP, a Delaware limited partnership ("OCM LP");
(vi) Oaktree Capital Holdings, LLC (f/k/a Atlas OCM Holdings, LLC); and
(vii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (and together with each of the foregoing, the "Oaktree Reporting Persons"). |
| (b) | See line 6 on each cover page hereto. |
| Item 4. | Purpose of Transaction |
| | On August 19, 2025 (the "Closing Date"), the transactions contemplated by that certain Agreement and Plan of Merger, dated June 2, 2025, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Viper Energy, Inc., Viper Energy Partners LLC, New Cobra Pubco, Inc., Cobra Merger Sub, Inc., and Scorpion Merger Sub, Inc. (the "Merger Agreement") were consummated. As a result of the transactions contemplated by the Merger Agreement, the Reporting Persons disposed of all of their Issuer equity securities in exchange for the applicable merger consideration pursuant to the Merger Agreement. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
The information set forth on lines 11 and 13 of each cover page hereto is incorporated by reference into this Item 5(a). |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
The information set forth on lines 7-10 of each cover page hereto and in Item 5(a) hereof is incorporated by reference into this Item 5(b).
|
| (c) | The Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | On the Closing Date, the reporting persons disposed of all of their Issuer equity securities pursuant to the Merger Agreement and ceased to beneficially own 5% of the Class A Common Stock on such date. Accordingly, this Amendment No. 3 constitutes an exit filing for each of the Reporting Persons. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit A Joint Filing Agreement, dated as of August 21, 2025. |
(b)