X0306 4 2018-09-23 0001657788 Kimbell Royalty Partners, LP KRP 0001746582 KKR UPSTREAM ASSOCIATES LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001747006 EIGF AGGREGATOR III LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001747005 TE DRILLING AGGREGATOR LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001747007 EIGF AGGREGATOR LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001586530 KKR Energy Income & Growth Fund I L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001586531 KKR Energy Income & Growth Fund I-TE L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001746580 KKR ASSOCIATES EIGF L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001746581 KKR ASSOCIATES EIGF TE L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001594071 KKR EIGF LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true Common units representing limited partner interests 2018-09-23 4 J 0 4599554 D 0 I See footnotes Common units representing limited partner interests 2018-09-23 4 J 0 314005 D 0 I See footnotes OpCo Units 2018-09-23 4 J 0 4599554 0 A Common units representing limited partner interests 4599554 4599554 I See footnotes OpCo Units 2018-09-23 4 J 0 314005 0 A Common units representing limited partner interests 314005 314005 I See footnotes Pursuant to the terms of a Recapitalization Agreement, dated July 24, 2018, the Reporting Persons exchanged all common units representing limited partner interests ("Common Units") of Kimbell Royalty Partners, LP (the "Issuer") owned on a one-for-one basis for "OpCo Units", which represent limited liability company units of Kimbell Royalty Operating, LLC, and an equal number of Class B common units ("Class B Units") of the Issuer. Pursuant to the terms of an Exchange Agreement, dated September 23, 2018, OpCo Units, together with an equal number of Class B Units, are exchangeable on a one-for-one basis for Common Units at the discretion of the holder. These securities are held by EIGF Aggregator III LLC ("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. These securities are held by TE Drilling Aggregator LLC ("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. 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 Fund Holdings L.P. ("KKR Fund Holdings") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates and KKR Fund Holdings is the sole member of KKR Upstream. KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") is a general partner of KKR Fund Holdings. KKR Group Holdings Corp. ("KKR Group Holdings") is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLC ("KKR Management") is the controlling shareholder of KKR & Co. Messrs. Kravis and Roberts are the designated members of KKR Management. 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. Because no more than 10 reporting persons can file any one Form4 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/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2018-09-25 EIGF AGGREGATOR III LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2018-09-25 TE DRILLING AGGREGATOR LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2018-09-25 EIGF AGGREGATOR LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2018-09-25 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/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financ 2018-09-25 KKR ENERGY INCOME AND 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/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief 2018-09-25 KKR ASSOCIATES EIGF L.P. By: KKR EIGF LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2018-09-25 KKR ASSOCIATES EIGF TE L.P. KKR EIGF LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2018-09-25 KKR EIGF LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 2018-09-25