UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Robert D. Ravnaas

President

Rivercrest Royalties Holdings, LLC

777 Taylor Street, Suite 810

Fort Worth, Texas 76102

(817) 945-9700

 

Bryan H. Lawrence

Yorktown Energy Partners X, L.P.

410 Park Avenue

19th Floor

New York, New York 10022

(212) 515-2100

 

Copies to:

Jeff M. Dobbs Mayer Brown LLP 700 Louisiana Street, Suite 3400 Houston, Texas 77002 (713) 238-3000

Ann Marie Cowdrey Thompson & Knight LLP One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, Texas 75201-2533 (214) 969-1700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

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. o

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)                       Based on 16,496,032 common units representing limited partner interests (“Common Units”) in Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”), outstanding as of August 8, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, that was filed by the Issuer with the United States Securities and Exchange Commission (“SEC”) on August 14, 2017.

 

2

 

 

(1)	Includes (a) 1,191,974 Common Units directly owned by Rivercrest Royalties Holdings, LLC, a Delaware limited liability company (“Holdings”), and (b) 251,438 Common Units directly owned by Rivercrest Royalties II, LLC, a Delaware limited liability company (“Rivercrest II”). Yorktown Energy Partners X, L.P., a Delaware limited partnership (“Yorktown”), is a member of Holdings and currently owns a majority of the outstanding units in Holdings. Under the terms of Holdings’ governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Holdings for so long as Yorktown owns a majority of the outstanding units in Holdings. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Holdings. Yorktown is a member of Rivercrest II and currently owns a majority of the outstanding units in Rivercrest II. Under the terms of Rivercrest II’s governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Rivercrest II for so long as Yorktown owns a majority of the outstanding units in Rivercrest II. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Rivercrest II. Yorktown X Company LP, a Delaware limited partnership (“Yorktown Company”), is the sole general partner of Yorktown. Yorktown X Associates LLC, a Delaware limited liability company (“Yorktown Associates” and together with Yorktown and Yorktown Company, the “Yorktown Reporting Persons”), is the sole general partner of Yorktown Company. As a result, Yorktown Associates may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the 1,191,974 Common Units owned by Holdings and the 251,438 Common Units owned by Rivercrest II. Each of the Yorktown Reporting Persons disclaims beneficial ownership of the securities owned by Holdings and the securities owned by Rivercrest II, except in each case to the extent of its pecuniary interest therein.
(2)	Based on 16,496,032 Common Units outstanding as of August 8, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, that was filed by the Issuer with the SEC on August 14, 2017.

 

3

 

 

(1)	Includes (a) 1,191,974 Common Units directly owned by Holdings, and (b) 251,438 Common Units directly owned by Rivercrest II. Yorktown is a member of Holdings and currently owns a majority of the outstanding units in Holdings. Under the terms of Holdings’ governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Holdings for so long as Yorktown owns a majority of the outstanding units in Holdings. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Holdings. Yorktown is a member of Rivercrest II and currently owns a majority of the outstanding units in Rivercrest II. Under the terms of Rivercrest II’s governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Rivercrest II for so long as Yorktown owns a majority of the outstanding units in Rivercrest II. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Rivercrest II. Yorktown Company is the sole general partner of Yorktown. Yorktown Associates is the sole general partner of Yorktown Company. As a result, Yorktown Company may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the 1,191,974 Common Units owned by Holdings and the 251,438 Common Units owned by Rivercrest II. Each of the Yorktown Reporting Persons disclaims beneficial ownership of the securities owned by Holdings and the securities owned by Rivercrest II, except in each case to the extent of its pecuniary interest therein.
(2)	Based on 16,496,032 Common Units outstanding as of August 8, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, that was filed by the Issuer with the SEC on August 14, 2017.

 

4

 

 

(1)	Includes (a) 1,191,974 Common Units directly owned by Holdings, and (b) 251,438 Common Units directly owned by Rivercrest II. Yorktown is a member of Holdings and currently owns a majority of the outstanding units in Holdings. Under the terms of Holdings’ governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Holdings for so long as Yorktown owns a majority of the outstanding units in Holdings. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Holdings. Yorktown is a member of Rivercrest II and currently owns a majority of the outstanding units in Rivercrest II. Under the terms of Rivercrest II’s governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Rivercrest II for so long as Yorktown owns a majority of the outstanding units in Rivercrest II. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Rivercrest II. Yorktown Company is the sole general partner of Yorktown. Yorktown Associates is the sole general partner of Yorktown Company. As a result, Yorktown Associates may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the 1,191,974 Common Units owned by Holdings and the 251,438 Common Units owned by Rivercrest II. Each of the Yorktown Reporting Persons disclaims beneficial ownership of the securities owned by Holdings and the securities owned by Rivercrest II, except in each case to the extent of its pecuniary interest therein.
(2)	Based on 16,496,032 Common Units outstanding as of August 8, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, that was filed by the Issuer with the SEC on August 14, 2017.

 

5

 

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to common units representing limited partner interests (the “Common Units”) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”). This Amendment amends the Schedule 13D (as amended by this Amendment, this “Schedule 13D”) jointly filed with the United States Securities and Exchange Commission (“SEC”) by and on behalf of each of Rivercrest Royalties Holdings, LLC, a Delaware limited liability company (“Holdings”), Yorktown Energy Partners X, L.P., a Delaware limited partnership (“Yorktown”), Yorktown X Company LP, a Delaware limited partnership (“Yorktown Company”), and Yorktown X Associates LLC, a Delaware limited liability company (“Yorktown Associates” and together with Yorktown and Yorktown Company, the “Yorktown Reporting Persons”; Holdings and each of the Yorktown Reporting Persons are referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”) on February 21, 2017. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein that are not defined herein have the meanings given to them in the Schedule 13D filed on February 21, 2017.

 

The Reporting Persons are filing this Amendment to report that Rivercrest II (defined below) received an aggregate of 251,438 Common Units as a result of distributions of Common Units by BGT (defined below), of which Rivercrest II is a limited partner, and RCPTX Genpar (defined below), of which BGT is the sole member. Yorktown is a member of Rivercrest II and currently owns a majority of the outstanding units in Rivercrest II. Under the terms of Rivercrest II’s governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Rivercrest II for so long as Yorktown owns a majority of the outstanding units in Rivercrest II. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Rivercrest II. Yorktown Company is the sole general partner of Yorktown. Yorktown Associates is the sole general partner of Yorktown Company. As a result, Yorktown Associates may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the 251,438 Common Units that were distributed to Rivercrest II, which 251,438 Common Units constitute more than one percent of the outstanding Common Units. Each of the Yorktown Reporting Persons disclaims beneficial ownership of the securities owned by Rivercrest II, except to the extent of its pecuniary interest therein.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended to add the following information:

 

“Yorktown Associates is the sole general partner of Yorktown Company, the sole general partner of Yorktown, a member of Rivercrest II. On August 18, 2017, Rivercrest Royalties II, LLC, a Delaware limited liability company (“Rivercrest II”), received an aggregate of 251,438 Common Units as a result of distributions of Common Units by BGT Royalty Partners, LP, a Texas limited partnership (“BGT”), of which Rivercrest II is a limited partner, and RCPTX Holdings Genpar, LLC, a Texas limited liability company (“RCPTX Genpar”), of which BGT is the sole member.

 

On August 18, 2017, BGT distributed in-kind an aggregate of 983,630 Common Units on a pro rata basis to its partners, and, as a result of this distribution, Rivercrest II received an aggregate of 248,439 Common Units, its pro rata share of such distributed Common Units based on its limited partner interest in BGT.  No cash consideration was paid by Rivercrest II in connection with the receipt of such 248,439 Common Units.  BGT initially received the 983,630 Common Units from the Issuer at the closing of the Offering in exchange for its contribution of certain assets to the Issuer pursuant to the Contribution Agreement.

 

Separately, on August 18, 2017, RCPTX Genpar distributed in-kind an aggregate of 11,875 Common Units, and, as a result of this distribution, Rivercrest II received an aggregate of 2,999 Common Units, its pro rata share of such distributed Common Units based on its limited partner interest in BGT, the sole member of RCPTX Genpar.  No cash consideration was paid by Rivercrest II in connection with the receipt of such 2,999 Common Units. RCPTX Genpar initially received the 11,875 Common Units from the Issuer at the closing of the Offering in exchange for its contribution of certain assets to the Issuer pursuant to the Contribution Agreement.”

 

6

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety as follows:

 

“(a)                           The information set forth in Items 11 and 13 of the cover pages hereto is incorporated herein by reference. See Exhibit 99.2 for the aggregate number and percentage of Common Units beneficially owned by the Covered Individuals. The filing of this Schedule 13D shall not be construed as an admission by any Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, it is the beneficial owner of any securities covered by this Schedule 13D other than securities owned of record by such Reporting Person. Except as indicated in Item 4, this Item 5 or as set forth in Exhibit 99.2, neither the Reporting Persons nor, to the best of their knowledge, any of the Covered Individuals owns beneficially, or has any right to acquire, directly or indirectly, any Common Units.

 

(b)                                 The information set forth in Items 7 through 10 of the cover pages hereto is incorporated herein by reference. See Exhibit 99.2 for information regarding the number of Common Units as to which the Covered Individuals have sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Except as indicated in Item 4, this Item 5 or as set forth in Exhibit 99.2, neither the Reporting Persons nor, to the best of their knowledge, any of the Covered Individuals has sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, any Common Units.

 

(c)                                  Except as described below or elsewhere in this Schedule 13D, none of the Reporting Persons or, to the Reporting Persons’ knowledge, any of the Covered Individuals has effected any transactions in the Common Units during the past 60 days:

 

Transaction Date

Effecting Person(s)

Common Units Acquired

Common Units Disposed

Price Per Common Unit

Description of Transaction

08/11/2017

T. Scott Martin

1,904

$

0

Grant of Common Units from the Issuer

 

(d)                                 Except as otherwise described herein, no person other than the Reporting Persons or the Covered Individuals has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Units reported as beneficially owned by such persons on this Schedule 13D.

 

(e)                                  Not applicable.”

 

7

 

Item 7.                   Material to be Filed as Exhibits

 

Item 7 is hereby amended and restated in its entirety as follows:

 

“The following exhibits are filed as exhibits hereto:

 

Exhibit No.		Exhibit Description
99.1		Joint Filing Agreement, dated as of February 17, 2017, by and among the Reporting Persons (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on February 21, 2017).
99.2		Additional Information Regarding Reporting Persons and Covered Individuals (filed herewith).
99.3		Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Issuer, the General Partner, Kimbell Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC, Kimbell Royalty Holdings, LLC and the other parties named therein (filed as Exhibit 2.1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-215458), as amended, initially filed with the SEC on January 6, 2017 and incorporated herein in its entirety by reference).
99.4		Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 7, 2017 and incorporated herein in its entirety by reference).
99.5		First Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of February 8, 2017 (filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 14, 2017 and incorporated herein in its entirety by reference).
99.6		First Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of February 8, 2017 (filed as Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 14, 2017 and incorporated herein in its entirety by reference).
99.7		Underwriting Agreement, dated as of February 2, 2017, by and among the Issuer, the General Partner, Kimbell Operating, Kimbell Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC, GP Holdings, and the Representatives (filed as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 7, 2017 and incorporated herein in its entirety by reference).”

 

8

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

Date:  August 31, 2017

 

RIVERCREST ROYALTIES HOLDINGS, LLC

 

By:	/s/ Robert D. Ravnaas
	Robert D. Ravnaas, President
YORKTOWN ENERGY PARTNERS X, L.P.
By:	Yorktown X Company LP,
	its general partner
	By:	Yorktown X Associates LLC,
		its general partner
		By:	/s/ Bryan H. Lawrence
			Bryan H. Lawrence, Manager
YORKTOWN X COMPANY LP
By:	Yorktown X Associates LLC,
	its general partner
	By:	/s/ Bryan H. Lawrence
		Bryan H. Lawrence, Manager
YORKTOWN X ASSOCIATES LLC
By:	/s/ Bryan H. Lawrence
	Bryan H. Lawrence, Manager

 

9

Exhibit 99.2

 

CONTROL PERSONS AND EXECUTIVE OFFICERS OF HOLDINGS*

 

Name and Business Address		Capacity in which Serves Holdings		Principal Occupation		Principal Business Address of Organization in which Principal Occupation is Conducted		Common Units Beneficially Owned
Robert D. Ravnaas 777 Taylor Street, Suite 810 Fort Worth, Texas 76102		President, Manager		Chief Executive Officer and Chairman of the Board of Directors of the General Partner		777 Taylor Street, Suite 810 Fort Worth, Texas 76102		22,637**
R. Davis Ravnaas 777 Taylor Street, Suite 810 Fort Worth, Texas 76102		Vice President		President and Chief Financial Officer of the General Partner		777 Taylor Street, Suite 810 Fort Worth, Texas 76102		22,637***
Rand Ravnaas 777 Taylor Street, Suite 810 Fort Worth, Texas 76102		Vice President		Vice President — Business Development of the General Partner		777 Taylor Street, Suite 810 Fort Worth, Texas 76102		5,716****
Bryan H. Lawrence 410 Park Avenue 19th Floor New York, New York 10022		Chairman of the Board of Managers, Manager		Principal of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022		0
Mary Ann Giordano 777 Taylor Street, Suite 810 Fort Worth, Texas 76102		Secretary and Treasurer		Secretary and Treasurer of Holdings		777 Taylor Street, Suite 810 Fort Worth, Texas 76102		0
Peter A. Leidel 410 Park Avenue 19th Floor New York, New York 10022		Manager		Principal of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022		0
George Petrides 410 Park Avenue New York, New York 1002		Manager		Principal of Petrides & Co. LLC		410 Park Avenue New York, New York 10022		0
T. Scott Martin 4410 Arapahoe Ave., Suite 100 Boulder, Colorado 80303		Manager		Chief Executive Officer and Chairman of EE3 LLC		4410 Arapahoe Ave., Suite 100 Boulder, Colorado 80303		5,237*****
Chris Whyte 6363 Woodway Dr. Houston, Texas 77057		Manager		President and Chief Executive Officer of PetroSantander, Inc.		6363 Woodway Dr. Houston, Texas 77057		0
George Wiegers 1600 Broadway, Suite 1030 Denver, Colorado 80202		Manager		Partner of Wiegers Capital Partners		1600 Broadway, Suite 1030 Denver, Colorado 80202		0
Alex Wiegers 1600 Broadway, Suite 1030 Denver, Colorado 80202		Manager (as an alternate to George Wiegers)		Managing Partner of Wiegers Capital Partners		1600 Broadway, Suite 1030 Denver, Colorado 80202		0
S. Craig George 2431 E. 61st Street, Suite 850 Tulsa, Oklahoma 74136		Manager		Director of Mid-Con Energy GP LLC		2431 E. 61st Street, Suite 850 Tulsa, Oklahoma 74136		0

 

* Each Covered Individual listed below disclaims beneficial ownership of Common Units, except for the Common Units listed in the “Common Units Beneficially Owned” column for such Covered Individual, if any, and except to the extent of his or her pecuniary interest therein, if any.

 

 

** Robert D. Ravnaas directly owns 22,637 Common Units. In addition, Mr. R. Ravnaas is a partner or member in certain entities that hold, directly or indirectly, in the aggregate, approximately 2,046,125 Common Units, or approximately 12.4% of the Common Units outstanding as of August 8, 2017. Mr. R. Ravnaas does not have voting or investment power with respect to such entities. Mr. R. Ravnaas’ pecuniary interest in such entities is an aggregate of approximately 209,923 Common Units, or approximately 1.3% of the Common Units outstanding as of August 8, 2017, and Mr. R. Ravnaas disclaims beneficial ownership of the Common Units that may be deemed to be owned by such entities except to the extent of his pecuniary interest therein.

 

*** R. Davis Ravnaas directly owns 22,637 Common Units. In addition, Mr. D. Ravnaas is a partner or member in certain entities that hold, directly or indirectly, in the aggregate, approximately 1,494,845 Common Units, or approximately 9.1% of the Common Units outstanding as of August 8, 2017. Mr. D. Ravnaas does not have voting or investment power with respect to such entities. Mr. D. Ravnaas’ pecuniary interest in such entities is an aggregate of approximately 21,759 Common Units, which represents less than 1.0% of the Common Units outstanding as of August 8, 2017, and Mr. D. Ravnaas disclaims beneficial ownership of the Common Units that may be deemed to be owned by such entities except to the extent of his pecuniary interest therein.

 

**** Rand Ravnaas directly owns 5,716 Common Units. In addition, Mr. Rand Ravnaas is a partner or member in certain entities that hold, directly or indirectly, in the aggregate, approximately 1,494,845 Common Units, or approximately 9.1% of the Common Units outstanding as of August 8, 2017. Mr. Rand. Ravnaas does not have voting or investment power with respect to such entities. Mr. Rand Ravnaas’ pecuniary interest in such entities is an aggregate of approximately 21,579 Common Units, which represents less than 1.0% of the Common Units outstanding as of August 8, 2017, and Mr. Rand Ravnaas disclaims beneficial ownership of the Common Units that may be deemed to be owned by such entities except to the extent of his pecuniary interest therein.

 

***** T. Scott Martin directly owns 5,237 Common Units. Mr. Martin is a partner or member in certain entities that indirectly hold, in the aggregate, approximately 1,443,412 Common Units, or approximately 8.8% of the Common Units outstanding as of August 8, 2017. Mr. Martin does not have voting or investment power with respect to such entities. Mr. Martin’s pecuniary interest in such entities is an aggregate of approximately 5,708 Common Units, which represents less than 1.0% of the Common Units outstanding as of August 8, 2017, and Mr. Martin disclaims beneficial ownership of the Common Units that may be deemed to be owned by such entities except to the extent of his pecuniary interest therein.

 

 

CONTROL PERSONS AND EXECUTIVE OFFICERS OF YORKTOWN REPORTING PERSONS*

 

Name and Business Address		Capacity in which Serves Yorktown X Associates		Principal Occupation		Principal Business Address of Organization in which Principal Occupation is Conducted
Bryan H. Lawrence 410 Park Avenue 19th Floor New York, New York 10022		Managing Member		Managing Member of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022
Peter A. Leidel 410 Park Avenue 19th Floor New York, New York 10022		Managing Member		Managing Member of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022
Tomas R. LaCosta 410 Park Avenue 19th Floor New York, New York 10022		Managing Member		Managing Member of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022
W. Howard Keenan, Jr. 410 Park Avenue 19th Floor New York, New York 10022		Managing Member		Managing Member of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022
Robert A. Signorino, Jr. 410 Park Avenue 19th Floor New York, New York 10022		Managing Member		Managing Member of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022
Bryan R. Lawrence 410 Park Avenue 19th Floor New York, New York 10022		Managing Member		Managing Member of Yorktown Partners LLC		410 Park Avenue 19th Floor New York, New York 10022

 

* None of the Covered Individuals listed in the table above (collectively, the “Yorktown Covered Individuals”) directly owns any Common Units. The Yorktown Covered Individuals disclaim beneficial ownership of the Common Units owned by Holdings and Rivercrest II except to the extent of their pecuniary interest therein.