Filing Details

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

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

* Excludes the Horizon Shares and Tessler Shares with respect to which SoftVest, L.P. disclaims beneficial ownership.

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

CUSIP No. 882610108

* Excludes the Oliver Children Shares, the Tessler Shares and the Horizon Shares with respect to which Mr. Oliver disclaims beneficial ownership.

CUSIP No. 882610108

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

*  Excludes the Horizon Shares and SoftVest Shares with respect to which Mr. Tessler disclaims beneficial ownership.

This Amendment No. 2 to the Schedule 13D (this “Amendment No. 2”) 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 as amended by Amendment No. 1 filed on May 28, 2019 (the “Original Schedule 13D” and, together with this Amendment No. 2, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 2 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. 2 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 July 30, 2019, certain of the Reporting Persons (the “Investor Group”) entered into a settlement agreement with TPL, John R. Norris III and David E. Barry (the “Settlement Agreement”) with respect to the previous proxy contest and the pending litigation between the parties.  Pursuant to the Settlement Agreement, the parties have agreed to dismiss the pending litigation captioned Case 3:19-cv-01224-B Texas Pacific Land Trust et al v. Oliver in the U.S. District Court for the Northern District of Texas in Dallas. The Settlement Agreement further provides that TPL’s third trustee position will remain vacant at least until the end of the Restricted Period (as defined in the Settlement Agreement).

 

As of August 1, 2019, the Conversion Exploration Committee (the “Committee”) will include Murray Stahl, Eric L. Oliver, and Craig Hodges. The Committee will be governed by an amended and restated charter in the form attached as Exhibit A to the Settlement Agreement.

 

The Committee shall complete its work by December 31, 2019 unless the Committee determines otherwise. All decisions and recommendations of the Committee shall require the affirmative vote of at least five of the seven members. If the Committee recommends a plan of Conversion (as defined in the Settlement Agreement) by the end of the Committee Period (as defined in the Settlement Agreement), the trustees of TPL will have a time period of 30 days following the receipt of such recommendation to decide whether to implement such plan of Conversion.  If the Committee recommends a plan of conversion that provides for the conversion of TPL into, or the creation of, a publicly-traded corporation holding all or substantially all of the assets of TPL and proposes the approval of TPL shareholders, the Investor Group will be required to vote all of the TPL shares beneficially owned by it in favor of such Conversion at a special meeting called therefor by the trustees of TPL.  In connection with the Settlement Agreement, all members of the Committee have agreed to sign a confidentiality agreement in the form attached as Exhibit A to the Committee charter.

 

The foregoing description of the Settlement Agreement is qualified by the full text of such agreement, which is attached hereto as Exhibit 6 and is incorporated by reference herein.

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 1,792,466 Shares (the “Horizon Shares”) representing approximately 23.1% of the outstanding Shares.  This number does not include approximately 22,850 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 information contained in Item 4 of this Amendment No. 2.

Item 7.

Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

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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