Filing Details
- Accession Number:
- 0001104659-25-030545
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-31 20:00:00
- Filed By:
- Boaz Energy II, LLC
- Company:
- Permrock Royalty Trust
- Filing Date:
- 2025-04-01
- 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 |
|---|---|---|---|---|---|---|
| Boaz Energy II, LLC | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Marshall Eves | 0 | 8,800 | 0 | 8,800 | 8,800 | 0.1% |
| Karan Eves | 0 | 8,800 | 0 | 8,800 | 8,800 | 0.1% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
PERMROCK ROYALTY TRUST (Name of Issuer) |
Trust Units representing Beneficial Interests (Title of Class of Securities) |
714254109 (CUSIP Number) |
Marshall Eves 3300 N. A Street, Bldg. 7 Midland, TX, 79705 (432) 253-7074 Stephen W. Grant, Jr. Haynes and Boone, LLP, 1221 McKinney Street, Suite 4000 Houston, TX, 77010 (713) 547-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 714254109 |
| 1 |
Name of reporting person
Boaz Energy II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percentage of class calculated based on 12,165,732 total outstanding trust units representing beneficial interests (the Trust Units) in PermRock Royalty Trust, a Delaware statutory trust (the Issuer), as of March 28, 2025, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the SEC) on March 28, 2025.
SCHEDULE 13D
|
| CUSIP No. | 714254109 |
| 1 |
Name of reporting person
Marshall Eves | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As further described in Item 5, Marshall Eves may be deemed to beneficially own the Trust Units of the Issuer that are held by Karan Eves.
Percentage of class calculated based on 12,165,732 total outstanding Trust Units as of March 28, 2025, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025.
SCHEDULE 13D
|
| CUSIP No. | 714254109 |
| 1 |
Name of reporting person
Karan Eves | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As further described in Item 5, Karan Eves may be deemed to beneficially own the Trust Units of the Issuer that are held by Boaz Energy II, LLC and Marshall Eves.
Percentage of class calculated based on 12,165,732 total outstanding Trust Units as of March 28, 2025, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 28, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Trust Units representing Beneficial Interests | |
| (b) | Name of Issuer:
PERMROCK ROYALTY TRUST | |
| (c) | Address of Issuer's Principal Executive Offices:
Argent Trust Company, Trustee, 3838 Oak Lawn Ave., Suite 1720, Dallas,
TEXAS
, 75219. | |
Item 1 Comment:
Explanatory Note
The Reporting Persons named in Item 2 are hereby jointly filing this Amendment No. 10 to Schedule 13D (this Amendment No. 10) to report that on March 31, 2025, pursuant to the terms of the previously announced Purchase and Sale Agreement, dated January 10, 2025 (the Purchase and Sale Agreement), by and among Boaz Energy II, LLC (Boaz Energy), Boaz Energy II Royalty, LLC, a wholly-owned subsidiary of Boaz Energy (Boaz Royalty and, together with, Boaz Energy, the Seller), and T2S Permian Acquisition II LLC (the Buyer), the Seller sold to the Buyer the 4,884,861 Trust Units held by Boaz Energy (the Subject Trust Units). As a result, this Amendment No. 10 is being filed to disclose that each of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding Trust Units of the Issuer. This Amendment No. 10 is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
This Amendment No. 10 amends the information provided in the Statement on Schedule 13D filed on May 14, 2018, as amended by Amendment No. 1 to Schedule 13D filed on February 4, 2021, Amendment No. 2 to Schedule 13D filed on June 28, 2022, Amendment No. 3 to Schedule 13D filed on November 16, 2022, Amendment No. 4 to Schedule 13D filed on December 21, 2022, Amendment No. 5 to Schedule 13D filed on January 27, 2023, Amendment No. 6 to Schedule 13D filed on February 22, 2023, Amendment No. 7 to Schedule 13D filed on July 31, 2023, Amendment No. 8 to Schedule 13D filed on December 6, 2023 and Amendment No. 9 to Schedule 13D filed on January 14, 2025 (as amended prior to and as of January 14, 2025, the Schedule 13D). This Schedule 13D Amendment No. 10 amends the information disclosed in the Schedule 13D as set forth herein. Except as otherwise specified in this Schedule 13D Amendment No. 10, all items left blank remain unchanged in all material respects. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.
Responses to each item of this Schedule 13D Amendment No. 10 are incorporated by reference into the response to each other item, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On March 31, 2025, pursuant to the terms of the previously announced Purchase and Sale Agreement, the Seller Sold to the Buyer the Subject Trust Units as well as certain other oil and gas properties held by the Seller (the Sale). On March 31, 2025 and prior to the closing of the Sale, the Buyer assigned its rights to acquire the Subject Trust Units under the Purchase and Sale Agreement to Ustx LLC, a wholly owned subsidiary of the Buyer. As a result of the Sale, Boaz Energy no longer beneficially owns any Trust Units; however, each of Marshall Eves and Karan Eves continue to directly own 4,400 Trust Units. In addition, in connection with the Sale, Boaz Energy transferred its rights under that certain Registration Rights Agreement, dated May 4, 2018, by and between Boaz Energy and the Issuer, to the Buyer.
The foregoing summary of the Purchase and Sale Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Purchase and Sale Agreement, a copy of which is filed as Exhibit A to Amendment No. 9 to Schedule 13D and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) through 5(b) of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated by reference in Items 2, 3, 4, 6 and Schedule I of this Schedule 13D are hereby incorporated herein by reference. | |
| (b) | (a)-(b)(i) As a result of the Sale, Boaz Energy owns 0.00% of the issued and outstanding Trust Units.
(ii) Each of Marshall Eves and Karan Eves directly owns 4,400 Trust Units. By virtue of being married, each of Marshall Eves and Karan Eves may be deemed to indirectly beneficially own the Trust Units directly held by the other. | |
| (e) | As a result of the Sale, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Trust Units on March 31, 2025 and, accordingly, this Amendment No. 10 constitutes an exit filing for each of the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
All of the information set forth in Item 4 is hereby incorporated herein by reference to this Item 6. | ||
| 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.
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