SEC FORM 4

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^*

KKR UPSTREAM ASSOCIATES LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP ]

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)
01/27/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	01/27/2020		C⁽¹⁾⁽²⁾		702,071	A	⁽¹⁾	702,071	I	See footnotes⁽³⁾⁽⁶⁾⁽⁷⁾
Common units representing limited partner interests	01/27/2020		C⁽¹⁾⁽⁴⁾		47,929	A	⁽¹⁾	47,929	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common units representing limited partner interests	01/28/2020		S		702,071	D	$14.8025	0	I	See footnotes⁽³⁾⁽⁶⁾⁽⁷⁾
Common units representing limited partner interests	01/28/2020		S		47,929	D	$14.8025	0	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Common units representing limited partner interests	01/28/2020		C⁽¹⁾⁽²⁾		3,897,483	A	⁽¹⁾	3,897,483	I	See footnotes⁽³⁾⁽⁶⁾⁽⁷⁾
Common units representing limited partner interests	01/28/2020		C⁽¹⁾⁽⁴⁾		266,076	A	⁽¹⁾	266,076	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
OpCo Units	⁽¹⁾	01/27/2020		C⁽²⁾		702,071		⁽¹⁾	⁽¹⁾	Common units representing limited partner interests	702,071	$0	3,897,483	I	See footnotes⁽³⁾⁽⁶⁾⁽⁷⁾
OpCo Units	⁽¹⁾	01/27/2020		C⁽⁴⁾		47,929		⁽¹⁾	⁽¹⁾	Common units representing limited partner interests	47,929	$0	266,076	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾
OpCo Units	⁽¹⁾	01/28/2020		C⁽²⁾		3,897,483		⁽¹⁾	⁽¹⁾	Common units representing limited partner interests	3,897,483	$0	0	I	See footnotes⁽³⁾⁽⁶⁾⁽⁷⁾
OpCo Units	⁽¹⁾	01/28/2020		C⁽⁴⁾		266,076		⁽¹⁾	⁽¹⁾	Common units representing limited partner interests	266,076	$0	0	I	See footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

KKR UPSTREAM ASSOCIATES LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EIGF AGGREGATOR III LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TE DRILLING AGGREGATOR LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EIGF AGGREGATOR LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Energy Income & Growth Fund I L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Energy Income & Growth Fund I-TE L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR ASSOCIATES EIGF L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR ASSOCIATES EIGF TE L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR EIGF LLC

(Last)

(First)

(Middle)

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Pursuant to the terms of an Exchange Agreement, dated September 23, 2018, at the request of the holder, each limited liability company unit (an "OpCo Unit") of Kimbell Royalty Operating, LLC ("OpCo"), together with a Class B common unit (a "Class B Unit") of Kimbell Royalty Partners, LP (the "Issuer"), may be redeemed for, at OpCo's election, a newly-issued common unit representing a limited partner interest of the Issuer (a "Common Unit") or the Cash Amount (as defined therein). The OpCo Units do not expire.

2. On January 27, 2020, EIGF Aggregator III LLC ("EIGF Aggregator III") requested that 702,071 OpCo Units and 702,071 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 702,071 Common Units. On January 28, 2020, EIGF Aggregator III requested that 3,897,483 OpCo Units and 3,897,483 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 3,897,483 Common Units.

3. These securities are held by EIGF Aggregator III. EIGF Aggregator LLC ("EIGF Aggregator") is the managing member of EIGF Aggregator III. KKR Energy Income and Growth Fund I L.P. ("KKR Energy Income") is the managing member of EIGF Aggregator. KKR Associates EIGF L.P. ("KKR Associates") is the general partner of KKR Energy Income.

4. On January 27, 2020, TE Drilling Aggregator LLC ("TE Drilling Aggregator") requested that 47,929 OpCo Units and 47,929 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 47,929 Common Units. On January 28, 2020, TE Drilling Aggregator requested that 266,076 OpCo Units and 266,076 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 266,076 Common Units.

5. These securities are held by TE Drilling Aggregator. KKR Energy Income and Growth Fund I-TE L.P. ("KKR Energy Income TE") is the sole member of TE Drilling Aggregator, and KKR Associates EIGF TE L.P. ("KKR Associates TE") is the general partner of KKR Energy Income TE.

6. KKR EIGF LLC ("KKR EIGF") is the general partner of KKR Associates and the general partner of KKR Associates TE. KKR Upstream Associates LLC ("KKR Upstream Associates") is the sole member of KKR EIGF. KKR Group Partnership L.P. ("KKR Group Partnership") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates. KKR Group Partnership is the sole member of KKR Upstream. KKR Group Holdings Corp. ("KKR Group Holdings") is the general partner of KKR Group Partnership. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLP ("KKR Management") is the Class B shareholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management.

7. Each of the persons referred to in the above footnotes are collectively referred to herein as the "Reporting Persons." Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	KKR UPSTREAM ASSOCIATES LLC By:/s/David C. RockecharlieName:David C. RockecharlieTitle: Vice President	01/29/2020
	EIGF AGGREGATOR III LLC By:/s/David C. RockecharlieName:David C. RockecharlieTitle: Vice President	01/29/2020
	TE DRILLING AGGREGATOR LLC By:/s/David C. RockecharlieName:David C.RockecharlieTitle: Vice President	01/29/2020
	EIGF AGGREGATOR LLC By:/s/David C. RockecharlieName:David C.RockecharlieTitle: Vice President	01/29/2020
	KKR ENERGY INCOME AND GROWTH FUND I L.P. By: KKR Associates EIGF L.P., its general partner By: KKR EIGF LLC, its general partner By:/s/David C. RockecharlieName:David C. RockecharlieTitle: Vice President	01/29/2020
	KKR ENERGY INCOME & GROWTH FUND I-TE L.P. By: KKR Associates EIGF TE L.P., its general partner By: KKR EIGF LLC, its general partner By:/s/ David C. RockecharlieName:David C. RockecharlieTitle: Vice President	01/29/2020
	KKR ASSOCIATES EIGF L.P. By: KKR EIGF LLC, its general partner By:/s/ David C. RockecharlieName:David C. RockecharlieTitle: Vice President	01/29/2020
	KKR ASSOCIATES EIGF TE L.P. By: KKR EIGF LLC, its general partner By:/s/ David C. RockecharlieName:David C. RockecharlieTitle: Vice President	01/29/2020
	KKR EIGF LLC By:/s/ David C. RockecharlieName:David C. RockecharlieTitle: Vice President	01/29/2020
	** Signature of Reporting Person	Date
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