X0206 3 2019-03-15 0 0000097517 TEXAS PACIFIC LAND TRUST TPL 0001168602 OLIVER ERIC L 400 PINE STREET SUITE 1010 ABILENE TX 79601 true 0001406386 SoftVest, LP 400 PINE STREET STE 1010 ABILENE TX 79601 true Sub-share Certificates of Proprietary Interest 130500 D Sub-share Certificates of Proprietary Interest 100 D Sub-share Certificates of Proprietary Interest 350 I See Footnotes Sub-share Certificates of Proprietary Interest 2250 I See Footnotes Represents the Issuer's Sub-share Certificates of Proprietary Interest, par value $.03-1/3 (the "Shares") held by SoftVest, L.P., a Delaware limited partnership ("SoftVest LP"). The general partner of SoftVest LP is SoftVest GP I, LLC, a Delaware limited liability company ("SV GP"). SoftVest Advisors, LLC, a Delaware limited liability company ("SoftVest Advisors") is investment manager of SoftVest LP. Eric L. Oliver ("Mr. Oliver" and together with SoftVest LP and SoftVest Advisors, the "SoftVest Persons") is the managing member of SV GP. SoftVest LP, SoftVest Advisors and Mr. Oliver may be deemed to share voting and dispositive power with respect to such Shares. The SoftVest Persons disclaim beneficial ownership of the 130,500 Shares held by SoftVest LP for purposes of Section 16 of the Securities Exchange Act of 1934, except for their pecuniary interest therein. SoftVest Advisors, Horizon Kinetics LLC, a Delaware limited liability company ("Horizon"), ART-FGT Family Partners Limited, a Wyoming limited partnership ("ART-FGT LP") and Tessler Family Limited Partnership, a Wyoming limited partnership ("Tessler Family LP") have entered into a Cooperation Agreement, dated May 15, 2019 (the "Cooperation Agreement"). As a result of the Cooperation Agreement, the SoftVest Persons, ART-FGT LP, Tessler Family LP, Allan R. Tessler ("Mr. Tessler" and, together with ART-FGT LP and Tessler Family LP, the "Tessler Persons") and Horizon may be deemed to have formed a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Act. Each of the SoftVest Persons, the Tessler Persons and Horizon may also be deemed to share voting power and dispositive power with respect to each other party's Shares as a result of the covenants and restrictions set forth in the Cooperation Agreement. Therefore, each of the parties to the Cooperation Agreement may be deemed to beneficially own all Shares beneficially owned by the other parties to the Cooperation Agreement, but each party to the Cooperation Agreement disclaims any beneficial ownership or pecuniary interest with respect to the Shares held by the other parties. The Shares in this Form 3 do not include the Shares owned by the Tessler Persons and Horizon. Represents Shares held by Mr. Oliver. The other SoftVest Persons disclaim beneficial ownership of such 100 Shares for purposes of Section 16 of the Exchange Act. Represents Shares held by trusts administered for the benefit of Mr. Oliver's grandchildren. Mr. Oliver has sole voting and dispositive power with respect to such Shares. The SoftVest Persons disclaims any pecuniary interest in such Shares. Represents Shares owned by Debeck LLC and Debeck Properties LP, which Mr. Oliver controls. Mr. Oliver has sole voting and dispositive power with respect to such Shares, but the SoftVest Persons disclaim any pecuniary interest therein. /s/ Eric L. Oliver 2019-03-25 SOFTVEST, L.P. By: SoftVest GP I, LLC, its general partner By: /s/ Eric L. Oliver Name: Eric L. Oliver Title: President 2019-03-25