Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

Names of Reporting Persons

(A) HAYMAKER MINERALS & ROYALTIES, LLC                 46-2712706

(B) KAYNE ANDERSON CAPITAL ADVISORS, L.P.              95-4486379

(C) RICHARD A. KAYNE

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

(A) Is a Delaware limited liability company

(B) Is a California limited partnership

(C) USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

    (A) 4,000,000

    (B) 4,000,000

    (C) 4,000,000

Sole Dispositive Power

0

Shared Dispositive Power

    (A) 4,000,000

    (B) 4,000,000

    (C) 4,000,000

Aggregate Amount Beneficially Owned by Each Reporting Person⁽¹⁾⁽²⁾

    (A) 4,000,000

    (B) 4,000,000

    (C) 4,000,000

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (9)⁽³⁾

    (A) 18.14%

    (B) 18.14%

    (C) 18.14%

Type of Reporting Person (See Instructions)

    (A) OO     (B) PN     (C) IN

Represents 4,000,000 common units representing limited liability company interests (Opco Common Units) of Kimbell Royalty Operating, LLC, a Delaware limited liability company, which, together with an equal number of Class B common units representing limited partner interests (Class B Units) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the Issuer), are owned directly by Haymaker Minerals & Royalties, LLC (Haymaker Minerals). The Opco Common Units and Class B Units are exchangeable either (i) on a one-for-one basis for Common Units or (ii) cash in an amount equal to the number of Common Units multiplied by the then current market price of the Common Units, at the election of the Issuer. The Common Units reported herein by the Reporting Persons would be issuable if the Issuer were to elect to exchange all of the Reporting Persons Opco Common Units and related Class B Units for Common Units.

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. 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.

Based on 18,056,487 Common Units outstanding as of December 12, 2018, as disclosed in a Schedule 13D filed December 20, 2018, plus 4,000,000 Common Units that may be issued to Haymaker Minerals upon exchange of an equal number of Opco Common Units and Class B Units. Based on information available from the Issuers public filings and assuming all currently outstanding Opco Common Units and Class B Units were exchanged for 19,453,258 Common Units, there would be 37,509,745 Common Units outstanding and the ownership percentage of the Reporting Persons would be 10.67%.

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Kayne Anderson Capital Advisors, L.P.

By: Kayne Anderson Investment Management, Inc.

Description