Filing Details
- Accession Number:
- 0001056823-20-000038
- Form Type:
- 13D Filing
- Publication Date:
- 2020-02-21 14:25:19
- Filed By:
- Horizon Asset Management
- Company:
- Texas Pacific Land Trust (NYSE:TPL)
- Filing Date:
- 2020-02-21
- SEC Url:
- 13D Filing
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 |
|---|---|---|---|---|---|---|
| Horizon Kinetics Asset Management | 1,750,858 | 9. | 1,750,858 | 11. | 1,750,858 | 22.6% |
| Date of Transaction Buy Sale Aggregate Amount of Securities Average Price Per Share Horizon Kinetics Asset Management |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
TEXAS PACIFIC LAND TRUST
(Name of Issuer)
Sub-share Certificates
(Title of Class of Securities)
882610108
(CUSIP Number)
Jay Kesslen
c/o Horizon Kinetics LLC
470 Park Avenue South
New York, NY 10016
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 20, 2020
(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. [X]
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).
| 1. Names of Reporting Persons. Horizon Kinetics Asset Management LLC 13-3776334 | |
| 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 |
| 1,750,858 | |
|
| |
| 8. Shared Voting Power | |
|
| |
|
| |
| 9. Sole Dispositive Power | |
| 1,750,858 | |
|
| |
| 10. Shared Dispositive Power | |
|
| |
|
| |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person | |
| 1,750,858 | |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| [ ] | |
| 13. Percent of Class Represented by Amount in Row (11) | |
| 22.6 | |
| 14. Type of Reporting Person | |
| IA | |
This Amendment No. 7 to the Schedule 13D (this "Amendment No. 7") relates to the sub-share certificates of proprietary interests (the "Shares") of Texas Pacific Land Trust ("TPL") and amends the Schedule 13D Amendment 6 filed on August 1, 2019 (the "Schedule 13D 6" and, together with this Amendment No. 7, the "Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 7 have the meanings set forth in the Original Schedule 13D.
This Amendment No. 7 is being filed by Horizon Kinetics Asset Management LLC ("Horizon") a Delaware limited liability company, a wholly owned subsidiary of Horizon Kinetics LLC.
This Amendment No. 7 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 February 20, 2020, certain of the Reporting Persons entered into an amendment (the "Amendment") to the Settlement Agreement pursuant to which the Decision Period (as defined in the Settlement Agreement) was extended through March 6, 2020.
The foregoing description of the Amendment is qualified by the full text of such agreement, which is attached hereto as Exhibit 7 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:
Percentages of the Shares outstanding reported in this Amendment No. 7 are calculated based upon the 7,756,156 Shares outstanding as of October 31, 2019, as reported in TPL's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed by TPL with the SEC on November 7, 2019.
As a result of the Cooperation Agreement, Horizon, the SoftVest Reporting Persons and Tessler 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 SoftVest Reporting Persons and Tessler Reporting Persons who have filed a separate Schedule 13D. Horizon assumes no responsibility for the information contained in any such Schedule 13D or any amendment thereto.
The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon, on behalf of its clients, including its proprietary accounts may be found in rows 11 and 13 of the cover page, which is hereby incorporated by reference.
This Schedule 13D does not include approximately 23,303 Shares of TPL held personally by senior portfolio managers of Horizon and their families. The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon with respect to its proprietary accounts. Transactions effected by Horizon in the last 60 days are as listed below. All sales were the result of a client direction or account limitation, and no sales were made in any proprietary account.
| Name of Reporting Person | Date of Transaction | Buy/Sale | Aggregate Amount of Securities | Average Price Per Share |
| Horizon Kinetics Asset Management LLC | 12/23/19 | Buy | 1,169 | 783.69 |
| Horizon Kinetics Asset Management LLC | 12/23/19 | Sale | 1,200 | 783.70 |
| Horizon Kinetics Asset Management LLC | 12/24/19 | Buy | 170 | 794.95 |
| Horizon Kinetics Asset Management LLC | 12/24/19 | Sale | 228 | 788.81 |
| Horizon Kinetics Asset Management LLC | 12/26/19 | Buy | 1,170 | 785.22 |
| Horizon Kinetics Asset Management LLC | 12/26/19 | Sale | 1,481 | 781.21 |
| Horizon Kinetics Asset Management LLC | 12/27/19 | Buy | 1,301 | 795.04 |
| Horizon Kinetics Asset Management LLC | 12/27/19 | Sale | 1,321 | 794.76 |
| Horizon Kinetics Asset Management LLC | 12/30/19 | Buy | 214 | 788.34 |
| Horizon Kinetics Asset Management LLC | 12/30/19 | Sale | 218 | 787.86 |
| Horizon Kinetics Asset Management LLC | 12/31/19 | Buy | 444 | 781.22 |
| Horizon Kinetics Asset Management LLC | 12/31/19 | Sale | 448 | 781.22 |
| Horizon Kinetics Asset Management LLC | 1/2/2020 | Buy | 38 | 784.09 |
| Horizon Kinetics Asset Management LLC | 1/2/2020 | Sale | 215 | 772.69 |
| Horizon Kinetics Asset Management LLC | 1/3/2020 | Buy | 35 | 791.55 |
| Horizon Kinetics Asset Management LLC | 1/3/2020 | Sale | 175 | 787.03 |
| Horizon Kinetics Asset Management LLC | 1/6/2020 | Buy | 51 | 803.94 |
| Horizon Kinetics Asset Management LLC | 1/6/2020 | Sale | 175 | 801.35 |
| Horizon Kinetics Asset Management LLC | 1/7/2020 | Buy | 52 | 804.64 |
| Horizon Kinetics Asset Management LLC | 1/7/2020 | Sale | 545 | 799.82 |
| Horizon Kinetics Asset Management LLC | 1/8/2020 | Buy | 2,087 | 819.36 |
| Horizon Kinetics Asset Management LLC | 1/8/2020 | Sale | 2,249 | 818.56 |
| Horizon Kinetics Asset Management LLC | 1/9/2020 | Buy | 336 | 813.35 |
| Horizon Kinetics Asset Management LLC | 1/9/2020 | Sale | 873 | 819.02 |
| Horizon Kinetics Asset Management LLC | 1/10/2020 | Buy | 256 | 808.52 |
| Horizon Kinetics Asset Management LLC | 1/10/2020 | Sale | 403 | 804.40 |
| Horizon Kinetics Asset Management LLC | 1/13/2020 | Buy | 251 | 804.62 |
| Horizon Kinetics Asset Management LLC | 1/13/2020 | Sale | 387 | 801.31 |
| Horizon Kinetics Asset Management LLC | 1/14/2020 | Buy | 317 | 799.24 |
| Horizon Kinetics Asset Management LLC | 1/14/2020 | Sale | 409 | 799.70 |
| Horizon Kinetics Asset Management LLC | 1/15/2020 | Buy | 300 | 795.92 |
| Horizon Kinetics Asset Management LLC | 1/15/2020 | Sale | 708 | 798.91 |
| Horizon Kinetics Asset Management LLC | 1/16/2020 | Buy | 238 | 794.90 |
| Horizon Kinetics Asset Management LLC | 1/16/2020 | Sale | 548 | 792.26 |
| Horizon Kinetics Asset Management LLC | 1/17/2020 | Buy | 259 | 792.86 |
| Horizon Kinetics Asset Management LLC | 1/17/2020 | Sale | 550 | 792.87 |
| Horizon Kinetics Asset Management LLC | 1/21/2020 | Buy | 229 | 781.94 |
| Horizon Kinetics Asset Management LLC | 1/21/2020 | Sale | 5,477 | 791.79 |
| Horizon Kinetics Asset Management LLC | 1/22/2020 | Buy | 242 | 766.80 |
| Horizon Kinetics Asset Management LLC | 1/22/2020 | Sale | 449 | 770.73 |
| Horizon Kinetics Asset Management LLC | 1/23/2020 | Buy | 308 | 757.54 |
| Horizon Kinetics Asset Management LLC | 1/23/2020 | Sale | 470 | 756.44 |
| Horizon Kinetics Asset Management LLC | 1/24/2020 | Buy | 244 | 751.31 |
| Horizon Kinetics Asset Management LLC | 1/24/2020 | Sale | 440 | 745.74 |
| Horizon Kinetics Asset Management LLC | 1/27/2020 | Buy | 235 | 735.13 |
| Horizon Kinetics Asset Management LLC | 1/27/2020 | Sale | 658 | 740.46 |
| Horizon Kinetics Asset Management LLC | 1/28/2020 | Buy | 229 | 745.55 |
| Horizon Kinetics Asset Management LLC | 1/28/2020 | Sale | 818 | 744.47 |
| Horizon Kinetics Asset Management LLC | 1/29/2020 | Buy | 303 | 742.00 |
| Horizon Kinetics Asset Management LLC | 1/29/2020 | Sale | 510 | 744.24 |
| Horizon Kinetics Asset Management LLC | 1/30/2020 | Buy | 283 | 726.50 |
| Horizon Kinetics Asset Management LLC | 1/30/2020 | Sale | 488 | 729.62 |
| Horizon Kinetics Asset Management LLC | 1/31/2020 | Buy | 234 | 755.71 |
| Horizon Kinetics Asset Management LLC | 1/31/2020 | Sale | 800 | 742.37 |
| Horizon Kinetics Asset Management LLC | 2/3/2020 | Buy | 329 | 750.00 |
| Horizon Kinetics Asset Management LLC | 2/3/2020 | Sale | 739 | 750.17 |
| Horizon Kinetics Asset Management LLC | 2/4/2020 | Buy | 229 | 780.04 |
| Horizon Kinetics Asset Management LLC | 2/4/2020 | Sale | 836 | 773.53 |
| Horizon Kinetics Asset Management LLC | 2/5/2020 | Buy | 229 | 801.07 |
| Horizon Kinetics Asset Management LLC | 2/5/2020 | Sale | 686 | 799.73 |
| Horizon Kinetics Asset Management LLC | 2/6/2020 | Buy | 52 | 804.12 |
| Horizon Kinetics Asset Management LLC | 2/6/2020 | Sale | 244 | 802.59 |
| Horizon Kinetics Asset Management LLC | 2/7/2020 | Buy | 124 | 802.10 |
| Horizon Kinetics Asset Management LLC | 2/7/2020 | Sale | 650 | 799.81 |
| Horizon Kinetics Asset Management LLC | 2/10/2020 | Buy | 161 | 777.46 |
| Horizon Kinetics Asset Management LLC | 2/10/2020 | Sale | 283 | 785.79 |
| Horizon Kinetics Asset Management LLC | 2/11/2020 | Buy | 127 | 782.32 |
| Horizon Kinetics Asset Management LLC | 2/11/2020 | Sale | 182 | 784.49 |
| Horizon Kinetics Asset Management LLC | 2/12/2020 | Buy | 123 | 787.75 |
| Horizon Kinetics Asset Management LLC | 2/12/2020 | Sale | 790 | 786.81 |
| Horizon Kinetics Asset Management LLC | 2/13/2020 | Buy | 134 | 783.50 |
| Horizon Kinetics Asset Management LLC | 2/13/2020 | Sale | 483 | 781.12 |
| Horizon Kinetics Asset Management LLC | 2/14/2020 | Buy | 137 | 770.07 |
| Horizon Kinetics Asset Management LLC | 2/14/2020 | Sale | 827 | 770.58 |
| Horizon Kinetics Asset Management LLC | 2/18/2020 | Buy | 58 | 767.62 |
| Horizon Kinetics Asset Management LLC | 2/18/2020 | Sale | 221 | 759.33 |
| Horizon Kinetics Asset Management LLC | 2/19/2020 | Buy | 117 | 772.70 |
| Horizon Kinetics Asset Management LLC | 2/19/2020 | Sale | 493 | 770.49 |
| Horizon Kinetics Asset Management LLC | 2/20/2020 | Buy | 52 | 775.17 |
| Horizon Kinetics Asset Management LLC | 2/20/2020 | Sale | 354 | 775.16 |
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:
The response to Item 4 of this Amendment No. 7 is incorporated herein 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 |
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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.
Dated: February 21, 2020
| /s/ Jay Kesslen Jay Kesslen General Counsel Horizon Kinetics LLC Horizon Kinetics Asset Management LLC |