0001056823-20-000059.txt : 20200327 0001056823-20-000059.hdr.sgml : 20200327 20200327162145 ACCESSION NUMBER: 0001056823-20-000059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200327 DATE AS OF CHANGE: 20200327 GROUP MEMBERS: HORIZON KINETICS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS PACIFIC LAND TRUST CENTRAL INDEX KEY: 0000097517 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 750279735 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38472 FILM NUMBER: 20752077 BUSINESS ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149695530 MAIL ADDRESS: STREET 1: 1700 PACIFIC AVE STREET 2: STE 2900 CITY: DALLAS STATE: TX ZIP: 75201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HORIZON KINETICS ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001056823 IRS NUMBER: 133776334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 470 PARK AVENUE SOUTH STREET 2: 4TH FLOOR SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646-495-7347 MAIL ADDRESS: STREET 1: 470 PARK AVENUE SOUTH STREET 2: 4TH FLOOR SOUTH CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: HORIZON ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20130813 FORMER COMPANY: FORMER CONFORMED NAME: HORIZON ASSET MANAGEMENT INC/NY DATE OF NAME CHANGE: 19990319 SC 13D/A 1 formsc13da.htm Horizon Kinetics LLC: Form SC 13D/A - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)

(Name of Issuer)

Texas Pacific Land Trust

(Title of Class of Securities)

Sub-share Certificates

(CUSIP Number)

882610108

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

Jay Kesslen

c/o Horizon Kinetics LLC

470 Park Avenue South

New York, NY 10016

(Date of Event which Requires Filing of this Statement)

March 27, 2020

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.  Names of Reporting Persons.

Horizon Kinetics Asset Management LLC

13-3776334

2.  Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

 

3.  SEC Use Only

4.  Source of Funds

WC

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

6.  Citizenship or Place of Organization

Delaware

 

 

  Number of Shares

  Beneficially

  Owned by

  Each Reporting

  Person With:

 

 

7.  Sole Voting Power

    1,741,399

 

8.  Shared Voting Power

 

 

9.  Sole Dispositive Power

    1,741,399

 

10.  Shared Dispositive Power

 

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,741,399

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

☐

13.  Percent of Class Represented by Amount in Row (11)

  22.5

14.  Type of Reporting Person

IA

This Amendment No. 9 to the Schedule 13D (this "Amendment No. 9") relates to the sub-share certificates of proprietary interests (the "Shares") of Texas Pacific Land Trust ("TPL") and amends the Schedule 13D Amendment 8 filed on March 9, 2020 (the "Schedule 13D 8" and, together with this Amendment No. 9, the "Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 9 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 9 is being filed by Horizon Kinetics Asset Management LLC ("Horizon") a Delaware limited liability company, a wholly owned subsidiary of Horizon Kinetics LLC.

This Amendment No. 9 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is amended by adding the following:

On March 27, 2020, pursuant to a letter agreement (the "Letter Agreement"), ART-FGT LP and the Tessler Family LP withdrew from the Cooperation Agreement.  A form of the Cooperation Agreement was previously filed as Exhibit 1 to the Schedule 13D.  The Letter Agreement is attached as Exhibit 9 hereto and is incorporated by reference in this Item 4 in its entirety.  Effective upon the execution of the Letter Agreement, SoftVest Advisors, SoftVest LP, Mr. Oliver and Horizon Kinetic LLC shall no longer be deemed to beneficially own the Tessler Shares.  SoftVest Advisors, SoftVest LP, Mr. Oliver and Horizon Kinetic LLC may no longer be deemed to be a "group" for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder with the Tessler Persons.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is amended by adding the following:

Percentages of the Shares outstanding reported in this Amendment No. 9 are calculated based upon the 7,756,156 Shares outstanding as of January 31, 2020, as reported in TPL's Quarterly Report on Form 10-K for the quarterly period ended December 31, 2019, filed by TPL with the SEC on February 27, 2020.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon, on behalf of its clients, including its proprietary accounts may be found in rows 11 and 13 of the cover page, which is hereby incorporated by reference.

This Schedule 13D does not include approximately 23,479 Shares of TPL held personally by senior portfolio managers of Horizon and their families.  The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon with respect to its proprietary accounts.  Transactions effected by Horizon in the last 60 days are as listed below.  All sales were the result of a client direction or account limitation, and no sales were made in any proprietary account.


Name of Reporting Person

Date of Transaction

Buy/Sale

Aggregate Amount of Securities

Average Price Per Share

Horizon Kinetics Asset Management LLC

1/27/2020

Buy

235

735.13

Horizon Kinetics Asset Management LLC

1/27/2020

Sale

658

740.46

Horizon Kinetics Asset Management LLC

1/28/2020

Buy

229

745.55

Horizon Kinetics Asset Management LLC

1/28/2020

Sale

818

744.47

Horizon Kinetics Asset Management LLC

1/29/2020

Buy

303

742.00

Horizon Kinetics Asset Management LLC

1/29/2020

Sale

510

744.24

Horizon Kinetics Asset Management LLC

1/30/2020

Buy

283

726.50

Horizon Kinetics Asset Management LLC

1/30/2020

Sale

488

729.62

Horizon Kinetics Asset Management LLC

1/31/2020

Buy

234

755.71

Horizon Kinetics Asset Management LLC

1/31/2020

Sale

800

742.37

Horizon Kinetics Asset Management LLC

2/3/2020

Buy

329

750.00

Horizon Kinetics Asset Management LLC

2/3/2020

Sale

739

750.17

Horizon Kinetics Asset Management LLC

2/4/2020

Buy

229

780.04

Horizon Kinetics Asset Management LLC

2/4/2020

Sale

836

773.53

Horizon Kinetics Asset Management LLC

2/5/2020

Buy

229

801.07

Horizon Kinetics Asset Management LLC

2/5/2020

Sale

686

799.73

Horizon Kinetics Asset Management LLC

2/6/2020

Buy

52

804.12


Horizon Kinetics Asset Management LLC 2/6/2020 Sale 244 802.59
Horizon Kinetics Asset Management LLC 2/7/2020 Buy 124 802.10
Horizon Kinetics Asset Management LLC 2/7/2020 Sale 650 799.81

Horizon Kinetics Asset Management LLC

2/10/2020

Buy

161

777.46

Horizon Kinetics Asset Management LLC

2/10/2020

Sale

283

785.79

Horizon Kinetics Asset Management LLC

2/11/2020

Buy

127

782.32

Horizon Kinetics Asset Management LLC

2/11/2020

Sale

182

784.49

Horizon Kinetics Asset Management LLC

2/12/2020

Buy

123

787.75

Horizon Kinetics Asset Management LLC

2/12/2020

Sale

790

786.81

Horizon Kinetics Asset Management LLC

2/13/2020

Buy

134

783.50

Horizon Kinetics Asset Management LLC

2/13/2020

Sale

483

781.12

Horizon Kinetics Asset Management LLC

2/14/2020

Buy

137

770.07

 Horizon Kinetics Asset Management LLC

2/14/2020

Sale

827

770.58

Horizon Kinetics Asset Management LLC

2/18/2020

Buy

58

767.62

Horizon Kinetics Asset Management LLC

2/18/2020

Sale

221

759.33

Horizon Kinetics Asset Management LLC

2/19/2020

Buy

117

772.70

Horizon Kinetics Asset Management LLC

2/19/2020

Sale

493

770.49


Horizon Kinetics Asset Management LLC

2/20/2020

Buy

52

775.17

Horizon Kinetics Asset Management LLC

2/20/2020

Sale

354

775.16

Horizon Kinetics Asset Management LLC

2/21/2020

Buy

53

775.98

Horizon Kinetics Asset Management LLC

2/21/2020

Sale

150

771.44

Horizon Kinetics Asset Management LLC

2/24/2020

Buy

68

754.04

Horizon Kinetics Asset Management LLC

2/24/2020

Sale

374

754.63

Horizon Kinetics Asset Management LLC

2/25/2020

Buy

114

758.94

Horizon Kinetics Asset Management LLC

2/25/2020

Sale

202

747.89

Horizon Kinetics Asset Management LLC

2/26/2020

Buy

133

710.79

Horizon Kinetics Asset Management LLC

2/26/2020

Sale

403

721.46

Horizon Kinetics Asset Management LLC

2/27/2020

Buy

128

678.20

Horizon Kinetics Asset Management LLC

2/27/2020

Sale

330

686.88

 Horizon Kinetics Asset Management LLC

2/28/2020

Buy

153

695.28

Horizon Kinetics Asset Management LLC

2/28/2020

Sale

362

681.04

Horizon Kinetics Asset Management LLC

3/2/2020

Buy

488

690.90

Horizon Kinetics Asset Management LLC

3/2/2020

Sale

539

691.16

Horizon Kinetics Asset Management LLC

3/3/2020

Buy

162

671.08


Horizon Kinetics Asset Management LLC 3/3/2020 Sale 194 671.59
Horizon Kinetics Asset Management LLC 3/4/2020 Buy 242 673.22
Horizon Kinetics Asset Management LLC 3/4/2020 Sale 287 674.66
Horizon Kinetics Asset Management LLC 3/5/2020 Buy 264 655.81
Horizon Kinetics Asset Management LLC 3/5/2020 Sale 361 654.86
Horizon Kinetics Asset Management LLC 3/6/2020 Buy 281 622.09
Horizon Kinetics Asset Management LLC 3/6/2020 Sale 289 621.81
Horizon Kinetics Asset Management LLC 3/9/2020 Buy 407 467.22
Horizon Kinetics Asset Management LLC 3/9/2020 Sale 407 467.21
Horizon Kinetics Asset Management LLC 3/10/2020 Buy 1,273 526.46
Horizon Kinetics Asset Management LLC 3/10/2020 Sale 1,899 511.20
Horizon Kinetics Asset Management LLC 3/11/2020 Buy 1,092 457.01
Horizon Kinetics Asset Management LLC 3/11/2020 Sale 1,010 457.01
Horizon Kinetics Asset Management LLC 3/12/2020 Buy 577 410.01
Horizon Kinetics Asset Management LLC 3/12/2020 Sale 952 407.18
Horizon Kinetics Asset Management LLC 3/13/2020 Buy 2,078 436.63
Horizon Kinetics Asset Management LLC 3/13/2020 Sale 2,070 436.83


Horizon Kinetics Asset Management LLC 3/16/2020 Buy 445

 411.05
Horizon Kinetics Asset Management LLC 3/16/2020 Sale 896

 411.87
Horizon Kinetics Asset Management LLC 3/17/2020 Buy 517

 368.26
Horizon Kinetics Asset Management LLC 3/17/2020 Sale 573

 371.09
Horizon Kinetics Asset Management LLC 3/18/2020 Buy 1,278

 310.12
Horizon Kinetics Asset Management LLC 3/18/2020 Sale 3,396 305.62
Horizon Kinetics Asset Management LLC 3/19/2020 Buy 555

 354.08
Horizon Kinetics Asset Management LLC 3/19/2020 Sale 3,851

 324.42
Horizon Kinetics Asset Management LLC 3/20/2020 Buy 655

 352.86
Horizon Kinetics Asset Management LLC 3/20/2020 Sale 707

 352.86
Horizon Kinetics Asset Management LLC 3/23/2020 Buy 1,082

 308.34
Horizon Kinetics Asset Management LLC 3/23/2020 Sale 1,377

 308.86
Horizon Kinetics Asset Management LLC 3/24/2020 Buy 1,170

 388.94
Horizon Kinetics Asset Management LLC 3/24/2020 Sale 1,617

 379.30
Horizon Kinetics Asset Management LLC 3/25/2020 Buy 489

 376.84
Horizon Kinetics Asset Management LLC 3/25/2020 Sale 451

 372.75
Horizon Kinetics Asset Management LLC 3/26/2020 Buy 498

 370.01


Horizon Kinetics Asset Management LLC 3/26/2020 Sale 528

 371.05

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended by adding the following:

The response to Item 4 of this Amendment No. 9 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

 

Exhibit Number

 

Description of Exhibits

9.

 

Letter Agreement dated March 27, 2020, by and among Art-FGT Family Partners Limited and Tessler Family Limited Partnership on the one hand and Horizon Kinetics LLC and SoftVest Advisors LLC on the other hand.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 27, 2020        

       
 

/s/ Jay Kesslen
Jay Kesslen
General Counsel
Horizon Kinetics LLC
Horizon Kinetics Asset Management LLC

 

 

Exhibit 9

AGREEMENT

March 27, 2020

Reference is made to that certain Cooperation Agreement (as amended, the "Cooperation Agreement") by and among SoftVest Advisors, LLC ("SoftVest"), Horizon Kinetics LLC ("Horizon"), Tessler Family Limited Partnership ("TFLP"), and ART-FGT Family Partners Limited ("ART-FGT" and together with TFLP, the "Tessler Parties") (collectively, the "Parties" and each, a "Party").  Each of the Parties hereby mutually agree to terminate the Cooperation Agreement with respect to the Tessler Parties, effective immediately (the "Tessler Withdrawal").

The undersigned Tessler Parties hereby wish to withdraw from the Cooperation Agreement and upon countersignature from SoftVest and Horizon, such withdrawal shall immediately become effective.  Upon such withdrawal, the undersigned Tessler Parties will no longer have any agreement, arrangement or understanding whatsoever with SoftVest or Horizon with respect to the acquisition, holding, voting or disposition of securities of Texas Pacific Land Trust ("TPL").  Furthermore, upon such withdrawal, SoftVest and Horizon may vote or dispose of any securities of Texas Pacific Land Trust that they may beneficially own in their sole discretion, subject to any contractual obligations each may have to other third parties or to each other (including pursuant to the Cooperation Agreement).

The Cooperation Agreement shall otherwise remain in full force and effect between Horizon and SoftVest.  For the avoidance of doubt, Sections 6(d), 7, 8 and 9 of the Cooperation Agreement shall survive the withdrawal by the undersigned.

The Tessler Parties acknowledge that notwithstanding such withdrawal, the Tessler Parties may be subject to ongoing obligations to TPL under the Settlement Agreement dated July 30, 2019, as amended.

  Sincerely,
   
  ART-FGT FAMILY PARTNERS LIMITED
     
  By: TESSLER FMC LLC, its general partner
     
  By: /s/ Andrea Tessler
    Name: Andrea Tessler
    Title:  Manager
     
  TESSLER FAMILY LIMITED PARTNERSHIP
     
  By: APRES VOUS LLC, its general partner
     
  By: /s/ Andrea Tessler
    Name: Andrea Tessler
    Title:  Manager

 

Accepted and agreed:  
     
HORIZON KINETICS LLC  
     
By: /s/ Jay Kesslen  
Name: Jay Kesslen  
Title:  General Counsel  
     
SOFTVEST ADVISORS, LLC  
     
By: /s/ Eric L. Oliver  
Name: Eric L. Oliver  
Title:  President