Eric L. Oliver
c/o SoftVest Advisors, LLC
400 Pine Street, Suite 1010
Abilene, Texas 79601
(325) 677-6177
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Allan R. Tessler
c/o ART-FGT Family Partnership Limited
2500 Moose-Wilson Road
Wilson, Wyoming 83014
(307) 734-2426
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1
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NAMES OF REPORTING PERSONS
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SoftVest, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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130,500*
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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130,500*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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130,500*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
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SoftVest Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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130,500* |
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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130,500*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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130,500*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.7% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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1
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NAMES OF REPORTING PERSONS
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Eric L. Oliver
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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2,700
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8
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SHARED VOTING POWER
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130,500* |
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9
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SOLE DISPOSITIVE POWER
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2,700
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10
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SHARED DISPOSITIVE POWER
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130,500*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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133,200* |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.7%
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
|
NAMES OF REPORTING PERSONS
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ART-FGT Family Partners Limited |
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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10,830*
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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10,830*
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,830*
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|||
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||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☒
|
||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.1%
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|||
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
PN
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1
|
NAMES OF REPORTING PERSONS
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Tessler Family Limited Partnership
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
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0
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|||
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||||
8
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SHARED VOTING POWER
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1,300*
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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1,300*
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|||
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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1,300*
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|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 0.1%
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|
|
|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
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|
|||
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Allan R. Tessler
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
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||
|
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|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
AF |
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
|
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|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
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|
|||
|
|
||||
8
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SHARED VOTING POWER
|
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||
12,130*
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|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
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||
0
|
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|
|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,130*
|
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|
|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,130*
|
|
|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☒
|
||
|
|
||||
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|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.2%
|
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|||
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 7. |
Material to be Filed as Exhibits
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Exhibit Number
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Description of Exhibits
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Amendment to Settlement Agreement dated February 20, 2020.
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SOFTVEST, LP
|
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By: SoftVest GP I, LLC its general partner
|
|||
Date: February 21, 2020
|
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By:
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/s/ Eric L. Oliver
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Name:
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Eric L. Oliver
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Title:
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President
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SOFTVEST ADVISORS, LLC
|
|||
Date: February 21, 2020
|
|||
By:
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/s/ Eric L. Oliver
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Name:
|
Eric L. Oliver
|
|
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Title:
|
President
|
ERIC L. OLIVER
|
|||
Date: February 21, 2020
|
|||
By:
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/s/ Eric L. Oliver
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ART-FGT FAMILY PARTNERS LIMITED
|
|||
By:
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Tessler FMC LLC, its general partner
|
||
Date: February 21, 2020
|
|||
By:
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/s/ Andrea Tessler
|
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Name:
|
Andrea Tessler
|
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Title:
|
Manager
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TESSLER FAMILY LIMITED PARTNERSHIP
|
|||
By:
|
Apres Vous LLC, its general partner
|
||
Date: February 21, 2020
|
|||
By:
|
/s/ Andrea Tessler
|
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Name:
|
Andrea Tessler | |
Title:
|
Manager
|
Allan R. Tessler
|
|||
Date: February 21, 2020
|
|||
By:
|
/s/ Allan R. Tessler
|
1. |
Item 5 of the Settlement Agreement is hereby amended to add the following sentence at the end of Item 5:
|
2. |
This Amendment modifies the Settlement Agreement only to the extent set forth herein. Except as specifically amended by this Amendment, the Settlement Agreement shall remain in full force and effect in accordance with its terms and is
hereby ratified and confirmed.
|
3. |
The construction and interpretation of this Amendment shall be exclusively governed by the laws of the State of Texas, without giving effect to its conflict of law rules.
|
4. |
This Amendment may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more
counterparts have been signed by each of the Parties hereto and delivered to each of the other Parties hereto. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail in portable document format (pdf) shall
be equally as effective as delivery of an original executed counterpart of this Amendment.
|
5. |
This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors, parents, affiliates, subsidiaries, officers, trustees, directors, partners, employees, and permitted assigns.
|
TEXAS PACIFIC LAND TRUST
|
||
By:
|
/s/ David E. Barry
|
Name:
|
David E. Barry | ||
Title:
|
Trustee |
By:
|
/s/ John R. Norris III
|
Name:
|
John R. Norris, III | ||
Title:
|
Trustee |
THE INVESTOR GROUP
|
||
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 |
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 |