Filing Details
- Accession Number:
- 0001193125-24-030350
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-08 19:00:00
- Filed By:
- Blackstone Holdings Iii L.p.
- Company:
- Sitio Royalties Corp.
- Filing Date:
- 2024-02-09
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| BX Royal Aggregator | 8,637,727 | 0 | 8,637,727 | 0 | 8,637,727 | 9.6% |
| BCP VI BEP Holdings Manager | 8,637,727 | 0 | 8,637,727 | 0 | 8,637,727 | 9.6% |
| Blackstone Energy Management Associates | 0 | 8,637,727 | 0 | 8,637,727 | 8,637,727 | 9.6% |
| Blackstone Management Associates VI | 0 | 8,637,727 | 0 | 8,637,727 | 8,637,727 | 9.6% |
| Blackstone EMA | 0 | 8,637,727 | 0 | 8,637,727 | 8,637,727 | 9.6% |
| BMA VI | 0 | 8,637,727 | 0 | 8,637,727 | 8,637,727 | 9.6% |
| RRR Aggregator | 11,400,218 | 42,966 | 11,400,218 | 42,966 | 11,443,184 | 12.3% |
| BX Primexx Topco | 11,400,218 | 42,966 | 11,400,218 | 42,966 | 11,443,184 | 12.3% |
| BCP VII BEP II Holdings Manager | 11,400,218 | 42,966 | 11,400,218 | 42,966 | 11,443,184 | 12.3% |
| Blackstone Energy Management Associates II | 11,400,218 | 42,966 | 11,400,218 | 42,966 | 11,443,184 | 12.3% |
| Blackstone Management Associates VII | 0 | 11,443,184 | 0 | 11,443,184 | 11,443,184 | 12.3% |
| Blackstone EMA II | 0 | 11,443,184 | 0 | 11,443,184 | 11,443,184 | 12.3% |
| BMA VII | 0 | 11,443,184 | 0 | 11,443,184 | 11,443,184 | 12.3% |
| Blackstone Holdings III | 20,037,945 | 42,966 | 20,037,945 | 42,966 | 20,080,911 | 19.7% |
| Blackstone Holdings III GP | 20,037,945 | 42,966 | 20,037,945 | 42,966 | 20,080,911 | 19.7% |
| Blackstone Holdings III GP Management | 20,037,945 | 42,966 | 20,037,945 | 42,966 | 20,080,911 | 19.7% |
| Blackstone Inc | 20,037,945 | 42,966 | 20,037,945 | 42,966 | 20,080,911 | 19.7% |
| Blackstone Group Management | 20,037,945 | 42,966 | 20,037,945 | 42,966 | 20,080,911 | 19.7% |
| Stephen A. Schwarzman | 20,037,945 | 42,966 | 20,037,945 | 42,966 | 20,080,911 | 19.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sitio Royalties Corp.
(Name of Issuer)
Class A Common Stock, $0.0001 Par Value
(Title of Class of Securities)
82983N108
(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 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. 82983N108 | 13G |
| (1) | Names of Reporting Person
BX Royal Aggregator LP | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
8,637,727 | ||
| (6) | Shared voting power
0 | |||
| (7) | Sole dispositive power
8,637,727 | |||
| (8) | Shared dispositive power
0 |
| (9) | Aggregate amount beneficially owned by each reporting person
8,637,727 | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
9.6% | |||||
| (12) | Type of reporting person (see instructions)
PN | |||||
2
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
BCP VI/BEP Holdings Manager L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
8,637,727 | ||
| (6) | Shared voting power
0 | |||
| (7) | Sole dispositive power
8,637,727 | |||
| (8) | Shared dispositive power
0 |
| (9) | Aggregate amount beneficially owned by each reporting person
8,637,727 | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
9.6% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
3
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Energy Management Associates L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
0 | ||
| (6) | Shared voting power
8,637,727 | |||
| (7) | Sole dispositive power
0 | |||
| (8) | Shared dispositive power
8,637,727 |
| (9) | Aggregate amount beneficially owned by each reporting person
8,637,727 | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
9.6% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
4
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Management Associates VI L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
0 | ||
| (6) | Shared voting power
8,637,727 | |||
| (7) | Sole dispositive power
0 | |||
| (8) | Shared dispositive power
8,637,727 |
| (9) | Aggregate amount beneficially owned by each reporting person
8,637,727 | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
9.6% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
5
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone EMA L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
0 | ||
| (6) | Shared voting power
8,637,727 | |||
| (7) | Sole dispositive power
0 | |||
| (8) | Shared dispositive power
8,637,727 |
| (9) | Aggregate amount beneficially owned by each reporting person
8,637,727 | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
9.6% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
6
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
BMA VI L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
0 | ||
| (6) | Shared voting power
8,637,727 | |||
| (7) | Sole dispositive power
0 | |||
| (8) | Shared dispositive power
8,637,727 |
| (9) | Aggregate amount beneficially owned by each reporting person
8,637,727 | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
9.6% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
7
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
RRR Aggregator LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
11,400,218 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
11,400,218 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
11,443,184(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
12.3% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
8
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
BX Primexx Topco LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
11,400,218 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
11,400,218 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
11,443,184(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
12.3% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
9
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
BCP VII/BEP II Holdings Manager L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
11,400,218 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
11,400,218 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
11,443,184(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
12.3% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
10
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Energy Management Associates II L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
11,400,218 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
11,400,218 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
11,443,184(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
12.3% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
11
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Management Associates VII L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
0 | ||
| (6) | Shared voting power
11,443,184(1) | |||
| (7) | Sole dispositive power
0 | |||
| (8) | Shared dispositive power
11,443,184(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
11,443,184(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
12.3% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
12
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone EMA II L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
0 | ||
| (6) | Shared voting power
11,443,184(1) | |||
| (7) | Sole dispositive power
0 | |||
| (8) | Shared dispositive power
11,443,184(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
11,443,184(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
12.3% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
13
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
BMA VII L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
0 | ||
| (6) | Shared voting power
11,443,184(1) | |||
| (7) | Sole dispositive power
0 | |||
| (8) | Shared dispositive power
11,443,184(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
11,443,184(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
12.3% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
14
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Holdings III L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Quebec, Canada | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
20,037,945 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
20,037,945 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
20,080,911(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
19.7% | |||||
| (12) | Type of reporting person (see instructions)
PN | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
15
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Holdings III GP L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
20,037,945 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
20,037,945 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
20,080,911(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
19.7% | |||||
| (12) | Type of reporting person (see instructions)
PN | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
16
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Holdings III GP Management L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
20,037,945 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
20,037,945 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
20,080,911(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
19.7% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
17
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
20,037,945 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
20,037,945 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
20,080,911(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
19.7% | |||||
| (12) | Type of reporting person (see instructions)
CO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
18
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Blackstone Group Management L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
20,037,945 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
20,037,945 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
20,080,911(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
19.7% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
19
| CUSIP No. 82983N108 | 13G |
| (1) | Names of Reporting Person
Stephen A. Schwarzman | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States of America | |||||
| Number of shares beneficially owned by each reporting person with: | (5) | Sole voting power
20,037,945 | ||
| (6) | Shared voting power
42,966(1) | |||
| (7) | Sole dispositive power
20,037,945 | |||
| (8) | Shared dispositive power
42,966(1) |
| (9) | Aggregate amount beneficially owned by each reporting person
20,080,911(1) | |||||
| (10) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| (11) | Percent of class represented by amount in Row (11)
19.7% | |||||
| (12) | Type of reporting person (see instructions)
IN | |||||
| (1) | Includes 42,966 Consideration Allocation Rights which may each be settled for shares of Class C Common Stock and Opco Units as described further in Item 4. |
20
| Item 1. | (a) Name of Issuer: |
Sitio Royalties Corp. (the Issuer).
| (b) | Address of Issuers Principal Executive Offices: |
1401 Lawrence Street, Suite 1750, Denver, Colorado 80202.
| Item 2. | (a) Name of Person Filing |
| (b) | Address of Principal Business Office |
| (c) | Citizenship |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
| (i) | BX Royal Aggregator LP |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ii) | BCP VI/BEP Holdings Manager L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iii) | Blackstone Energy Management Associates L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iv) | Blackstone Management Associates VI L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (v) | Blackstone EMA L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vi) | BMA VI L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vii) | RRR Aggregator LLC |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
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| (viii) | BX Primexx Topco LLC |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ix) | BCP VII/BEP II Holdings Manager L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (x) | Blackstone Energy Management Associates II L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xi) | Blackstone Management Associates VII L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xii) | Blackstone EMA II L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xiii) | BMA VII L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xiv) | Blackstone Holdings III L.P. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Quebec, Canada
| (xv) | Blackstone Holdings III GP L.P. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvi) | Blackstone Holdings III GP Management L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvii) | Blackstone Inc. |
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
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| (xviii) | Blackstone Group Management L.L.C. |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xix) | Stephen A. Schwarzman |
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: United States
BX Royal Aggregator LP is the record holder of 8,637,727 common units representing limited partnership interests (Opco Units) in Sitio Royalties Operating Partnership, LP (Opco) and 8,637,727 shares of Class C common stock, par value $0.0001 per share, of the Issuer (Class C Common Stock). RRR Aggregator LLC is the record holder of 11,400,218 Opco Units, 11,400,218 shares of Class C Common Stock and 42,966 Consideration Allocation Rights (as defined herein), which may each be settled for shares of Class C Common Stock and Opco Units. BX Royal Aggregator LP and RRR Aggregator LLC are together referred to herein as the Blackstone Funds.
BCP VI/BEP Holdings Manager L.L.C. is the general partner of BX Royal Aggregator LP. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of BCP VI/BEP Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.
BX Primexx Topco LLC is the sole member of RRR Aggregator LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C.
Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
Blackstone Inc. (Blackstone) is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the Class A Common Stock (as defined herein) beneficially owned directly by the Blackstone Funds or indirectly controlled by it or them, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Act), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a group for the purposes of Sections 13(d) and 13(g) of the Act.
| (d) | Title of Class of Securities: |
Class A Common Stock, par value $0.0001 per share (Class A Common Stock).
| (e) | CUSIP Number: |
82983N108.
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
Calculations of the percentage of shares of Class A Common Stock beneficially owned assumes 81,764,191 shares of Class A Common Stock outstanding as of November 3, 2023, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 8, 2023, and assumes the conversion of the respective number of Opco Units and Consideration Allocation Rights beneficially owned by the Reporting Persons listed on the respective Reporting Persons cover page. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Class A Common Stock listed on such Reporting Persons cover page.
BX Royal Aggregator LP is the record holder of 8,637,727 Opco Units and 8,637,727 shares of Class C Common Stock. RRR Aggregator LLC is the record holder of 11,400,218 Opco Units, 11,400,218 shares of Class C Common Stock and 42,966 Consideration Allocation Rights.
Pursuant to the Second Amended and Restated Agreement of Limited Partnership of Opco (as amended), subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the Redemption Right) in exchange for shares of Class A Common Stock on a one-for-one basis or, at Opcos election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date.
Certain officers of the Issuer have been granted certain restricted stock awards. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the officer remains continuously employed by the Issuer through each vesting date. To the extent that a restricted stock award is forfeited, the shares of Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer and the Issuer will re-issue to certain shareholders, including RRR Aggregator LLC, on a one-for-one basis, shares of Class C Common Stock and Opco Units, with RRR Aggregator LLC entitled to receive its pro rata portion of any such shares re-issued (the Consideration Allocation Rights).
| (b) | Percent of class: |
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Class A Common Stock listed on such Reporting Persons cover page.
| (c) | Number of shares as to which the Reporting Person has: |
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
| 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 or Control Person. |
Not applicable.
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| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Each of the Reporting Persons hereby makes the following certification:
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct.
Date: February 9, 2024
| BX Royal Aggregator LP | ||
| By: BCP VI/BEP Holdings Manager L.L.C., its general partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| BCP VI/BEP Holdings Manager L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| Blackstone Energy Management Associates L.L.C. | ||
| By: Blackstone EMA L.L.C., its sole member | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| Blackstone Management Associates VI L.L.C. | ||
| By: BMA VI L.L.C., its sole member | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| Blackstone EMA L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| BMA VI L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| RRR Aggregator LLC | ||
| By: | /s/ Brijesh Kalaria | |
| Name: | Brijesh Kalaria | |
| Title: | Vice President | |
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| BX Primexx Topco LLC | ||
| By: | /s/ Brijesh Kalaria | |
| Name: | Brijesh Kalaria | |
| Title: | Vice President | |
| BCP VII/BEP II Holdings Manager L.L.C. | ||
| By: | /s/ Omar Rehman | |
| Name: | Omar Rehman | |
| Title: | Chief Compliance Officer and Secretary | |
| Blackstone Energy Management Associates II L.L.C. | ||
| By: Blackstone EMA II L.L.C., its sole member | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| Blackstone EMA II L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| Blackstone Management Associates VII L.L.C. | ||
| By: BMA VII L.L.C., its sole member | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| BMA VII L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Authorized Signatory | |
| Blackstone Holdings III L.P. | ||
| By: Blackstone Holdings III GP L.P., its general partner | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director | |
| Blackstone Holdings III GP L.P. | ||
| By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director | |
| Blackstone Holdings III GP Management L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director | |
| Blackstone Inc. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director | |
| Blackstone Group Management L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director | |
| Stephen A. Schwarzman | ||
| /s/ Stephen A. Schwarzman | ||