Filing Details

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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).

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This Amendment No. 5 (this Amendment) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on February 17, 2017, as amended and restated by Amendment No. 3 filed with the SEC on October 4, 2018, as further amended and supplemented by Amendment No. 4 filed with the SEC on November 29, 2018 (together with this Amendment, the Schedule 13D), on behalf of Ben J. Fortson and Kimbell Art Foundation, a Texas non-profit corporation (KAF and, together with Mr. Fortson, the Reporting Persons), with respect to the common units representing limited partner interests (Common Units) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the Issuer). Mr. Fortson is the Executive Vice President and Chief Investment Officer of KAF and also serves on its Board of Directors.

Item 3.         Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by adding the following paragraphs to the end of Item 3:

On November 20, 2018, KAF entered into a Purchase and Sale Agreement, by and among KAF, the Issuer, Kimbell Royalty Operating, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer (the Operating Company and, together with the Issuer, the Buyer Parties), and the other parties named therein (together with KAF, the Sellers), attached hereto as Exhibit 99.12 (the Purchase Agreement). The transactions contemplated by the Purchase Agreement are referred to herein as the Dropdown. Upon the closing of the Dropdown on December 20, 2018, in exchange for the sale by KAF of certain overriding royalty, royalty and other mineral interests to the Buyer Parties, (a) the Operating Company issued to KAF 2,181,762 common units representing limited liability company interests of the Operating Company (OpCo Common Units) and (b) the Issuer issued to KAF 2,181,762 Class B common units representing limited partner interests of the Issuer (Class B Units, which, together with the OpCo Common Units, are exchangeable at the discretion of the unitholder on a one-for-one basis for Common Units). As additional consideration with respect to the Class B Units, KAF paid to the Issuer an amount equal to five cents for each Class B Unit received (the Class B Contribution), entitling KAF to receive a quarterly cash distribution equal to 2% of its Class B Contribution, subsequent to distributions on the Series A Cumulative Convertible Preferred Units of the Issuer but prior to distributions on the Common Units. The consideration for the Dropdown is subject to certain ongoing adjustments as set forth in the Purchase Agreement, which will be made in cash. If such OpCo Common Units and Class B Units issued to KAF and the other Sellers were exchanged for newly issued Common Units, the Common Units issued to KAF would represent an aggregate 20.9% limited partner interest in the Issuer as of such time based on 18,056,487 Common Units outstanding following the closing of the Dropdown. The applicable price for Common Units set forth in the Purchase Agreement is $16.63 per Common Unit.

Effective December 7, 2018, the Board, upon the advice and recommendation of the Conflicts and Compensation Committee of the Board, approved the grant of restricted units under the LTIP. Mr.Fortson was granted 40,791 Common Units, which will vest in one-third installments on each of the first three anniversaries of the applicable grant date, subject to continuous service through the applicable vesting date, and are otherwise subject to the same terms as all other units granted under the LTIP (as described above).

Item 5.         Interest in Securities of the Issuer

Item 5(a)  of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)                                 The ownership percentages set forth in this paragraph (a) of Item 5 are based on 18,056,487 Common Units outstanding as of December 28, 2018, as provided to the Reporting Persons by the Issuer, plus 5,135,020 Common Units that may be received by KAF upon exchange of an equal number of OpCo Common Units and Class B Units. If all OpCo Common Units and Class B Units held by KAF and the other unitholders were exchanged for newly issued Common Units, there would be 37,509,745 Common Units outstanding, and the Reporting Persons would be deemed, in the aggregate, to be the beneficial owners of 14.04% of the outstanding Common Units.

(1) The information set forth in Items 11 and 13 of the cover pages hereto regarding the aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is incorporated herein by reference.

(2) In addition, as of the date of this Schedule 13D, certain of the Covered Individuals, excluding Mr. Fortson, whose information is set forth in paragraph (a)(1) of this Item 5, beneficially own the number and percentage of Common Units set forth in the following table.

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*Less than 1.0% of the class beneficially owned.

(A)           Kimbell F. Wynne shares voting power and dispositive power with respect to such Common Units with her spouse, Mitch S. Wynne. Mr. Wynnes present principal occupation is acting as President and owner of Wynne Petroleum Co., manager of MSW Royalties, LLC and director on the Board of the General Partner. Mr. Wynnes business address is 777 Taylor Street, Suite 810, Fort Worth, Texas 76102, and he is a citizen of the United States of America. During the last five years, to KAFs knowledge, Mr. Wynne has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(B)           Does not include 41,455 Common Units beneficially owned by Kimbell F. Wynnes spouse, Mitch S. Wynne. Mrs. Wynne disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein.

(C)           Kay C. Fortson shares voting power and dispositive power with respect to such Common Units with her spouse, Ben J. Fortson.

(D)           Does not include 5,166,801 Common Units beneficially owned by Kay C. Fortsons spouse, Ben J. Fortson. Mrs. Fortson disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein.

(E)           Includes 7,220 Common Units owned directly by Lisa W. Alcorn. Lisa W. Alcorn shares voting power and dispositive power with respect to such Common Units with her spouse, Peter Alcorn. Mr. Alcorns present principal occupation is acting as Vice President-Land of the General Partner, and his business address is 777 Taylor Street, Suite 810, Fort Worth, Texas 76102. Mr. Alcorn is a citizen of the United States of America. During the last five years, to KAFs knowledge, Mr. Alcorn has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(F)           Does not include 530 Common Units or 563 OpCo Common Units beneficially owned by Lisa W. Alcorns spouse, Peter Alcorn. Mrs. Alcorn disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein.

(G)           Karen F. Davis disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein.

(H)          Lisa F. Burton shares voting power and dispositive power with respect to 11,916 of such Common Units with her brother-in-law, Mr. Wynne, and 6,619 of such Common Units with her spouse, William K. Burton. Mr. Burtons present principal occupation is serving as Executive Vice President of Hillwood, and his business address is 9800 Hillwood Parkway, Suite 300, Fort

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Worth, Texas 76177. Mr. Burton is a citizen of the United States of America. During the last five years, to KAFs knowledge, Mr. Burton has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(I)            Does not include 35,497 Common Units beneficially owned by Lisa F. Burtons spouse, William K. Burton. Mrs. Burton disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein.

(J)            Includes 1,000 Common Units owned directly by Kimberly W. Darden and an aggregate of 300 Common Units owned directly by trusts for which Ms. Darden serves as the trustee, with exclusive voting power and dispositive power.

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented by adding the following paragraphs to the end of Item 6:

Purchase Agreement

Pursuant to the Purchase Agreement, KAF agreed not to sell any of its Opco Common Units for a period of 120 days after December 20, 2018. References to, and descriptions of, the Purchase Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Purchase Agreement attached hereto as Exhibit 99.12, which is incorporated in its entirety in this Item 6.

Second Registration Rights Agreement

Pursuant to the Registration Rights Agreement, dated as of December 20, 2018, by and among the Issuer, KAF and the Sellers (the Second Registration Rights Agreement), the Sellers, including KAF, have registration rights with respect to the resale of the Common Units issued or issuable upon the conversion of the Opco Common Units and a corresponding number of Class B Units issued in connection with the Dropdown (the Registrable Securities). Pursuant to the Second Registration Rights Agreement, among other things, the Issuer will (i) prepare a shelf registration statement or an amendment to its existing shelf registration statement, in either event, with respect to the resale of the Registrable Securities that would permit some or all of the Registrable Securities to be resold in registered transactions (the Shelf Registration Statement), file the Shelf Registration Statement with the SEC within 30 days of the execution of the Second Registration Rights Agreement, and use its reasonable best efforts to cause the Shelf Registration Statement to become effective as soon as reasonably practicable following such filing, but in any event within 180 days of the execution of the Second Registration Rights Agreement, and (ii) use its reasonable best efforts to maintain the effectiveness of the Shelf Registration Statement while the Sellers and each of their transferees that hold Registrable Securities are in possession of Registrable Securities.

References to, and descriptions of, the Second Registration Rights Agreement of the Issuer as set forth in this Item 6 are qualified in their entirety by reference to the Second Registration Rights Agreement attached hereto as Exhibit 99.13, which is incorporated in its entirety in this Item 6.

Item 7.         Material to be Filed as Exhibits

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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