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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☒ | ||
(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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*
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Excludes the Horizon Shares with respect to which SoftVest, L.P. disclaims beneficial ownership.
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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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☒ | ||
(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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*
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Excludes the Horizon Shares with respect to which SoftVest Advisors, LLC disclaims beneficial ownership.
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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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☒ | ||
(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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||||
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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IN
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*
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Excludes the Oliver Children Shares and the Horizon Shares with respect to which Mr. Oliver disclaims beneficial ownership.
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1
|
NAMES OF REPORTING PERSONS
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ART-FGT Family Partners Limited
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐ | ||
(b)
|
☒ | ||||
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|
||||
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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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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||||
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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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|||
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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
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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*
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Excludes the 1,700 Shares beneficially owned by Tessler Family Limited Partnership, with respect to which ART-FGT Family Partners Limited disclaims beneficial ownership.
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1
|
NAMES OF REPORTING PERSONS
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Tessler Family Limited Partnership
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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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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Wyoming
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|||
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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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|
||||
8
|
SHARED VOTING POWER
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1,700*
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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
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SHARED DISPOSITIVE POWER
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||
1,700*
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|
|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
||
1,700*
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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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|
||||
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
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
||
PN
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|||
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*
|
Excludes the 10,830 Shares beneficially owned by ART-FGT Family Partners Limited, with respect to which Tessler Family Limited Partnership disclaims beneficial ownership.
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1
|
NAMES OF REPORTING PERSONS
|
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Allan R. Tessler
|
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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)
|
|
|
||
AF |
|
|
|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
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
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,530
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
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|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,530
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,530
|
|
|
|||
|
|
||||
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)
|
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|
||
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
|
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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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.
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SOFTVEST, LP
|
||||
|
||||
By:
|
SoftVest GP I, LLC its general partner
|
|||
Date: March 30, 2020
|
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|
||
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By:
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/s/ Eric L. Oliver
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Name:
|
Eric L. Oliver
|
|||
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Title:
|
President
|
SOFTVEST ADVISORS, LLC
|
||||
Date: March 30, 2020
|
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|
||
|
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: March 30, 2020
|
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By:
|
/s/ Eric L. Oliver
|
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ART-FGT FAMILY PARTNERS LIMITED
|
||||
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|
|||
By:
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Tessler FMC LLC, its general partner
|
|||
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|
||
Date: March 30, 2020
|
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|
||
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By:
|
/s/ Andrea Tessler
|
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Name:
|
Andrea Tessler | |||
Title:
|
Manager |
TESSLER FAMILY LIMITED PARTNERSHIP
|
||||
|
||||
By:
|
Apres Vous LLC, its general partner
|
|||
Date: March 30, 2020
|
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|
||
|
By:
|
/s/ Andrea Tessler
|
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Name:
|
Andrea Tessler | |||
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Title:
|
Manager |
Allan R. Tessler
|
|||
|
|||
Date: March 30, 2020
|
|
||
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By:
|
/s/ Allan R. Tessler
|
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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 Oliver | |
Name: Eric L. Oliver
|
||
Title: President
|