Filing Details

 

 

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )*

 

 

TXO Partners, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

87313P103

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	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.

The information required in 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. 87313P103		Schedule 13G		Page 1 of 4

 

1		Names of Reporting Persons    Keith Hutton
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Citizenship or Place of Organization    United States

Number of Shares Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power    3,122,215
				6		Shared Voting Power    0
				7		Sole Dispositive Power    3,122,215
				8		Shared Dispositive Power    0

9		Aggregate Amount Beneficially Owned by Each Reporting Person    3,122,215
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares    Not Applicable
11		Percent of Class Represented by Amount in Row 9    10.2%
12		Type of Reporting Person    IN

CUSIP No. 87313P103		Schedule 13G		Page 2 of 4

 

ITEM 1.

(a)  Name of Issuer:

TXO Partners, L.P. (the Issuer).

 

(b)

Address of Issuers Principal Executive Offices:

400 West 7th Street, Fort Worth, TX 76102

 

ITEM 2.

(a)  Name of Person Filing:

This statement is filed on behalf of Keith Hutton (the Reporting Person).

 

(b)

Address or Principal Business Office:

The business address of the Reporting Person is c/o TXO Partners, L.P., 400 West 7th Street, Fort Worth, TX 76102.

 

(c)

Citizenship of each Reporting Person is:

The Reporting Person is a citizen of the United States.

 

(d)

Title of Class of Securities:

Common Units (Common Units).

 

(e)

CUSIP Number:

87313P103

 

ITEM 3.

Not applicable.

CUSIP No. 87313P103		Schedule 13G		Page 3 of 4

 

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Units of the Issuer as of December 31, 2023, based upon 30,750,000 shares of Common Units outstanding as of November 7, 2023, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2023.

 

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Keith Hutton			3,122,215				10.2	%			3,122,215				0				3,122,215				0

The Reporting Person is the record holder of the shares of Common Units reported herein.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.

CUSIP No. 87313P103		Schedule 13G		Page 4 of 4

 

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.

Date: February 9, 2024