Filing Details
- Accession Number:
- 0001140361-19-009904
- Form Type:
- 13D Filing
- Publication Date:
- 2019-05-28 17:17:23
- Filed By:
- Softvest, Lp
- Company:
- Texas Pacific Land Trust (NYSE:TPL)
- Filing Date:
- 2019-05-28
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SoftVest | 0 | 130,500 | 0 | 130,500 | 130,500 | 1.7% |
| SoftVest Advisors | 0 | 130,500 | 0 | 130,500 | 130,500 | 1.7% |
| Eric L. Oliver | 2,700 | 130,500 | 2,700 | 130,500 | 133,200 | 1.7% |
| ART-FGT Family Partners Limited | 0 | 10,330 | 0 | 10,330 | 10,330 | 0.1% |
| Tessler Family Limited Partnership | 0 | 1,300 | 0 | 1,300 | 1,300 | 0.1% |
| Allan R. Tessler | 0 | 11,630 | 0 | 11,630 | 11,630 | 0.1% |
Filing
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Texas Pacific Land Trust
(Name of Issuer)
Sub-shares in Certificates of Proprietary Interest
(Title of Class of Securities)
882610108
(CUSIP Number)
| Eric L. Oliver c/o SoftVest Advisors, LLC 400 Pine Street, Suite 1010 Abilene, Texas 79601 (325) 677-6177 | Allan R. Tessler c/o ART-FGT Family Partnership Limited 2500 Moose-Wilson Road Wilson, Wyoming 83014 (307) 734-2426 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 28, 2019
(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 which is the subject of this Schedule 13D, and
is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-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).
CUSIP No. 882610108
| 1 | NAME OF REPORTING PERSONS | | | ||
| SoftVest, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 130,500* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 130,500* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 130,500* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 1.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| PN | | | |||
| | | ||||
CUSIP No. 882610108
| 1 | NAME OF REPORTING PERSONS | | | ||
| SoftVest Advisors, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 130,500* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 130,500* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 130,500* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☒ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 1.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| IA | | | |||
| | | ||||
* Excludes the Horizon Shares and Tessler Shares with respect to which SoftVest Advisors, LLC disclaims beneficial ownership.
CUSIP No. 882610108
| 1 | NAME OF REPORTING PERSONS | | | ||
| Eric L. Oliver | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS | | | ||
| AF, PF | | | |||
| | | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 2,700 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 130,500* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 2,700 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 130,500* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 133,200* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☒ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 1.7% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| IN | | | |||
| | | ||||
* Excludes the Oliver Children Shares, the Tessler Shares and the Horizon Shares with respect to which Mr. Oliver disclaims beneficial ownership.
CUSIP No. 882610108
| 1 | NAME OF REPORTING PERSONS | | | ||
| ART-FGT Family Partners Limited | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Wyoming | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 10,330* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 10,330* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 10,330* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☒ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0.1% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| PN | | | |||
| | | ||||
CUSIP No. 882610108
| 1 | NAME OF REPORTING PERSONS | | | ||
| Tessler Family Limited Partnership | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Wyoming | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 1,300* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 1,300* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 1,300* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☒ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0.1% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| PN | | | |||
| | | ||||
* Excludes the Horizon Shares and SoftVest Shares, as well as the 10,330 Shares beneficially owned by ART-FGT Family Partners Limited, with respect to which Tessler Family Limited Partnership disclaims beneficial ownership.
CUSIP No. 882610108
| 1 | NAME OF REPORTING PERSONS | | | ||
| Allan R. Tessler | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☒ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 11,630* | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 11,630* | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 11,630* | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☒ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 0.1% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON | | | ||
| IN | | | |||
| | | ||||
* Excludes the Horizon Shares and SoftVest Shares with respect to which Mr. Tessler disclaims beneficial ownership.
This Amendment No. 1 to the Schedule 13D (this “Amendment
No. 1”) relates to the sub-share certificates of proprietary interests (the “Shares”) of Texas Pacific Land Trust (“TPL”) and amends the Schedule 13D filed on March 15, 2019 (the “Original Schedule 13D”
and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in
the Original Schedule 13D.
This Amendment No. 1 is being filed by (1) SoftVest Advisors, LLC, a Delaware limited liability company, (2) SoftVest, L.P.,
a Delaware limited partnership (“SoftVest LP”), (3) Eric L. Oliver (“Mr.
Oliver”), (4) ART-FGT Family Partners Limited, a Wyoming limited partnership (“ART-FGT LP”), (5) Tessler Family Limited Partnership, a Wyoming
limited partnership and (6) Allan R. Tessler.
This Amendment No. 1 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended by adding the following:
On May 22, 2019, SoftVest LP, ART-FGT LP and Horizon issued a press release announcing that Mr. Oliver was elected trustee of
TPL at the Special Meeting held on May 22, 2019. The press release is attached as Exhibit 3 and incorporated by reference into this Item 4 in its entirety.
On May 28, 2019, SoftVest LP, ART-FGT LP and Horizon issued a press release announcing that they have filed counter-claims against David E. Barry and John A. Norris, III, the incumbent trustees of TPL,
in the United States District Court for the Northern District of Texas seeking to recognize the election of Mr. Oliver as a trustee of TPL. The press release is attached as Exhibit 4 and incorporated by reference into this Item 4 in its entirety.
The response to Item 6 of this Amendment No. 1 is incorporated herein by reference.
Item 5. Interest
in Securities of the Issuer
Item 5 of the Schedule 13D is amended by adding the following:
As a result of the Cooperation Agreement, Horizon and the Reporting Persons may be deemed to have formed a “group” pursuant
to Rule 13d-5(b)(1) promulgated under the Act. The Shares reported in this Schedule 13D do not include security interests owned by Horizon. Horizon has filed a separate amendment to its Schedule 13D reporting beneficial ownership of 1,795,339
Shares (the “Horizon Shares”) representing approximately 23.1% of the outstanding Shares. This number does not include approximately 22,841 Shares held directly by senior portfolio managers of Horizon and their families. The Reporting Persons
assume no responsibility for the information contained in any such Schedule 13D or any amendment thereto.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended by adding the following:
On May 28, 2019, the parties to the Cooperation Agreement entered into an Amendment to the Cooperation Agreement (the
“Amendment”) to extend term of the Cooperation Agreement until the resolution of the lawsuit filed by the Trust on May 21, 2019 (as may be amended from time to time) in the United States District Court for the Northern District of Texas against
Eric L. Oliver, unless earlier terminated by the mutual written agreement of the parties.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is
attached hereto as Exhibit 5 and incorporated by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is amended by adding thereto the following:
| Exhibit Number | | Description of Exhibits |
| Press Release, dated May 22, 2019 | ||
| 4 | Press Release, dated May 28, 2019 | |
| Amendment to Cooperation Agreement, dated May 28, 2019, by and among SoftVest Advisors, LLC, Horizon Kinetics LLC, ART-FGT Family
Partners Limited and Tessler Family Limited Partnership. |
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.
| SOFTVEST, LP | ||||
| By: SoftVest GP I, LLC its
general partner | ||||
| Date: May 28, 2019 | ||||
| By: | /s/ Eric L. Oliver | |||
| Name: | Eric L. Oliver | |||
| Title: | President | |||
| SOFTVEST ADVISORS, LLC | ||||
| Date: May 28, 2019 | ||||
| By: | /s/ Eric L. Oliver | |||
| Name: | Eric L. Oliver | |||
| Title: | President | |||
| ERIC L. OLIVER | ||||
| Date: May 28, 2019 | ||||
| By: | /s/ Eric L. Oliver | |||
| ART-FGT FAMILY PARTNERS LIMITED | ||||
| By: Tessler FMC LLC, its
general partner | ||||
| Date: May 28, 2019 | ||||
| By: | /s/ Andrea Tessler | |||
| Name: | Andrea Tessler | |||
| Title: | Manager | |||
| TESSLER FAMILY LIMITED
PARTNERSHIP | ||||
| By: Apres Vous LLC, its
general partner | ||||
| Date: May 28, 2019 | ||||
| By: | /s/ Andrea Tessler | |||
| Name: | Andrea Tessler | |||
| Title: | Manager | |||
| Allan R. Tessler | ||||
| Date: May 28, 2019 | ||||
| By: | /s/ Allan R. Tessler | |||