X0306 4 2019-05-01 1 0001657788 Kimbell Royalty Partners, LP KRP 0001747787 Haymaker Minerals & Royalties, LLC 811 MAIN STREET, 14TH FLOOR HOUSTON TX 77002 0 0 1 0 0000949615 KAYNE ANDERSON CAPITAL ADVISORS LP 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES CA 90067 0 0 1 0 0000884413 KAYNE RICHARD A 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES CA 90067 0 0 1 0 Common units representing limited partner interests 2019-05-01 4 S 0 3200000 16.25 D 800000 D As reported on Form 3 filed 7/23/2019 the reporting persons on 7/12/2019 became the beneficial owners of the Common Units as a result of the closing of the transactions contemplated by the May 28, 2018 asset purchase agreement with the Kimbell Royalty Partners, LP ("KRP"). Includes 400,000 Class B Units and related OpCo Common Units that remain subject to an Escrow Agreement and will be released on July 12, 2019 assuming Haymaker Minerals & Royalties, LLC will have no indemnification obligations under the May 28, 2018 purchase agreement with KRP. Pursuant to an Exchange Agreement, each Class B Common Unit and OpCo Common Unit (together, a "Unit"), collectively, is exchangeable, on a one-for-one basis, for common units of the Issuer or, at the Issuer's election, for cash. Upon exchange of a Unit, the corresponding unit of Class B Common Unit and OpCo Common Unit will be redeemed at par value and cancelled. These shares are owned directly by Haymaker Minerals. Kayne Anderson Capital Advisors, L.P. ("KACALP") is the managing member of the general partner of Kayne Anderson Energy Fund VI LP ("KAEF VI"), a member of Haymaker Minerals holding the right to appoint four of the seven representatives to the board of managers of Haymaker Minerals. The four representatives to the board of managers of Haymaker Minerals appointed by KAEF VI possess the majority vote of the board of managers of Haymaker Minerals. As a result, KACALP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by Haymaker Minerals. Richard A. Kayne ("Mr. Kayne") is the controlling shareholder of Kayne Anderson Investment Management, Inc., the general partner of KACALP. (Continued from footnote 3) Mr. Kayne is also a limited partner of KAEF VI. KACALP disclaims beneficial ownership of the securities owned by Haymaker Minerals in excess of its pecuniary interest therein and this statement shall not be deemed an admission that KACALP is the beneficial owner of the reported Common Units for the purposes of Section 13(d) of the Exchange Act or any other purpose. Mr. Kayne disclaims beneficial ownership of the Common Units reported, except those Common Units held by him or attributable to him by virtue of his limited partner interest in KAEF VI and his indirect interest in the interest of KACALP in KAEF VI. Joint Filer Statement (Previously Filed). /s/ Michael O'Neill, Authorized Officer 2019-05-03