Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This statement on Schedule 13D (this Schedule 13D) relates to common units representing limited partner interests (the Common Units) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the Issuer). The address of the principal executive office of the Issuer is 777 Taylor Street, Suite 810, Fort Worth, Texas 76102.

Item 2.

Identity and Background

(a)                                      This Schedule 13D is jointly filed by and on behalf of each of Benny D. Duncan, Bitter End Royalties, LP, a Texas limited partnership (Bitter End), Eagle Minerals LP, a Texas limited partnership (Eagle Minerals), Gorda Sound Royalties, L.P., a Texas limited partnership (Gorda Sound), Oil Nut Bay Royalties, LP, a Texas limited partnership (Oil Nut), Trunk Bay Royalty Partners, Ltd., a Texas limited partnership (Trunk Bay, and together with Bitter End, Eagle Minerals, Gorda Sound and Oil Nut, the Duncan Entities), Bitter End, LLC, a Texas limited liability company (Bitter End GP), Eagle Management, LLC, a Texas limited liability company (Eagle Management GP), Gorda Sound, LLC, a Texas limited liability company (Gorda Sound GP), Oil Nut Bay, LLC, a Texas limited liability company (Oil Nut Bay GP), and Trunk Bay, LLC, a Texas limited liability company (Trunk Bay GP, and together with Bitter End GP, Eagle Management GP, Gorda Sound GP and Oil Nut Bay GP, the GPs, and together with Mr. Duncan and the Duncan Entities, the Reporting Persons). The Reporting Persons are filing this Schedule 13D jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1 and incorporated herein by reference (the Joint Filing Agreement). Bitter End, Eagle Minerals, Gorda Sound, Oil Nut and Trunk Bay are the record and direct beneficial owners of the securities covered by this statement. Bitter End GP is the general partner of Bitter End. Eagle Management GP is the general partner of Eagle Minerals. Gorda Sound GP is the general partner of Gorda Sound. Oil Nut Bay GP is the general partner of Oil Nut. Trunk Bay GP is the general partner of Trunk Bay. Mr. Duncan is (a) the sole member of Eagle Management GP, (b) the sole manager of Bitter End GP, Gorda Sound GP, Oil Nut Bay GP and Trunk Bay GP and (c) a director of Kimbell Royalty GP, LLC, a Delaware limited liability company, the general partner of the Issuer (the MLP GP).

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D.

(b)                                      The address of the principal business office of each of the Reporting Persons except for Bitter End and Bitter End GP is P.O. Box 671099, Dallas, Texas 75367. The address of the principal business office of each of Bitter End and Bitter End GP is P.O. Box 670988, Dallas, Texas 75367.

(c)                                       The principal business of the Duncan Entities is (i) the acquisition of an interest or interests in minerals and/or royalty interests attributable to an interest in minerals and (ii) the receipt of proceeds from the sale of produced hydrocarbons measured by the percentage interest owned by a Duncan Entity of the relevant interest in minerals or royalty interest attributable to an interest in minerals. The principal business of Bitter End GP is serving as the general partner of Bitter End. The principal business of Eagle Management GP is serving as the general partner of Eagle Minerals. The principal business of Gorda Sound GP is serving as the general partner of Gorda Sound. The principal business of Oil Nut Bay GP is serving as the general partner of Oil Nut. The principal business of Trunk Bay GP is serving as the general partner of Trunk Bay. The present principal occupation of Mr. Duncan is serving as (a) the sole member of Eagle Management GP, (b) the sole manager of Bitter End GP, Gorda Sound GP, Oil Nut Bay GP and Trunk Bay GP, (c) a director of the MLP GP, and (d) the sole manager of (A) GSR-Dallas 2016, LLC, a Texas limited liability company (GSR), (B) ONBR 2016, LLC, a Texas limited liability company (ONBR), (C) BER 2016, LLC, a Texas limited liability company (BER), and (D) TBRP 2016, LLC, a Texas limited liability company (TBRP, and together with GSR, ONBR and BER, the Duncan Subsidiaries) which Duncan Subsidiaries own non-producing oil and gas properties. The address of the principal business office of each of GSR, ONBR and TBRP is P.O. Box 671099, Dallas, Texas 75367. The address of the principal business office of BER is P.O. Box 670988, Dallas, Texas 75367. The principal business of the Duncan Subsidiaries is purchasing, selling and managing non-producing oil and gas properties.

(d)                                      No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)                                       No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)                                        The place of organization of each Reporting Person, other than Mr. Duncan, is listed in paragraph (a) of this Item 2. Mr. Duncan is a citizen of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration

In connection with the Issuers initial public offering (the IPO), on February 8, 2017, the Duncan Entities and several other unaffiliated entities (each, a Contributing Party, and collectively, the Contributing Parties) contributed certain of their producing assets to the Issuer (the Contribution) as further described in that certain Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Duncan Entities, the Issuer, the MLP GP, Kimbell Intermediate GP, LLC (Intermediate GP), Kimbell Intermediate Holdings, LLC (Intermediate Holdings), Kimbell Royalty Holdings, LLC (Holdings, and together with Intermediate GP and Intermediate Holdings, the Intermediate Entities), and the other parties thereto (the Contribution Agreement). The Intermediate Entities are entities controlled, directly or indirectly, by the MLP GP. In connection with the Contribution, each of the Duncan Entities received a combination of cash and Common Units, which cash and Common Units the Duncan Entities allocated among themselves based on an internally agreed upon formula.

As of the date hereof, (a) 18,709 Common Units are owned directly by Bitter End, (b) 20,053 Common Units are owned directly by Eagle Minerals, (c) 122,472 Common Units are owned directly by Gorda Sound, (d) 738,610 Common Units are owned directly by Oil Nut and (e) 1,050,889 Common Units are owned directly by Trunk Bay. This description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.2 hereto which is incorporated by reference herein.

Item 4.

Purpose of Transaction

The information contained in Item 3 above is incorporated herein by reference.

Pursuant to the terms of the Contribution Agreement, each Contributing Party agreed not to, among other things, for a period of 180 days after February 2, 2017 (the Lock-Up Period), (a) offer for sale, sell, pledge or otherwise dispose of any Common Units or (b) exercise any right to cause to be filed a registration statement with respect to the Common Units, in each case without the prior written consent of the Issuer.

Pursuant to the Underwriting Agreement, dated as of February 2, 2017 (the Underwriting Agreement), by and among the Issuer, the MLP GP, Kimbell Operating Company, LLC, a wholly owned subsidiary of the MLP GP (Kimbell Operating), Intermediate GP, Intermediate Holdings, Kimbell GP Holdings, LLC (GP Holdings), Raymond James & Associates, Inc., RBC Capital Markets, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the Representatives) of the several underwriters named in Schedule I thereto, and the lock-up agreements entered into in the form attached as Exhibit A thereto (the Lock-Up Agreements), subject to certain limited exceptions, the Issuer, the MLP GP, the executive officers and directors of the MLP GP (which includes Mr. Duncan) and the affiliates of the Issuers founders (the Sponsors), as well as certain individuals who purchase Common Units in the Issuers directed unit program, have agreed with the underwriters for the IPO, for the Lock-Up Period, not to directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of or transfer any Common Units or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Common Units without the prior written consent of the Representatives.

References to, and descriptions of, the Lock-Up Agreements as set forth in this Item 4 are qualified in their entirety by reference to the Underwriting Agreement attached hereto as Exhibit 99.3, which is incorporated in its entirety in this Item 4.

The MLP GP may grant unit options, unit appreciation rights, restricted units, unit awards, phantom units and distribution equivalent rights (the Awards) to employees, officers, consultants and directors of the MLP GP (which includes Mr. Duncan), Kimbell Operating, and their respective affiliates, who perform services for the Issuer, pursuant to the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (the LTIP). Common Units to be delivered pursuant to Awards under the LTIP may be Common Units acquired by the MLP GP in the open market, from any other person, directly from the Issuer, or any combination of the foregoing. References to, and descriptions of, the LTIP as set forth in this Item 4 are qualified in their entirety by reference to the LTIP attached hereto as Exhibit 99.4, which is incorporated in its entirety in this Item 4.

While the Reporting Persons hold their stake for investment purposes, representatives of the Reporting Persons may continue to conduct discussions from time to time with management of the Issuer, and may conduct discussions with other equity holders of the Issuer or other relevant parties, in each case, relating to matters that may include the strategic plans, strategy, assets, business, financial condition, operations, and capital structure of the Issuer. The Reporting Persons may engage the Issuer, other equity holders of the Issuer or other relevant parties in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuers financial position and strategic direction, actions taken by the Board of Directors of the MLP GP, of which Mr. Duncan is a member, price levels of the securities of the Issuer, conditions in the capital markets and general economic and industry conditions, and the liabilities and obligations of the Reporting Persons, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including, selling some or all of the Reporting Persons respective holdings in the Issuer, distributing some or all of the Reporting Persons respective holdings in the Issuer, after the Lock-Up Period, to the partners of the Duncan Entities on a pro rata basis, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in subsections (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5.

Interest in Securities of the Issuer

(a)                                      The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act.  Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b)                                      Number of shares as to which each Reporting Person has:

(i)                                sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii)                             shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii)                          sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv)                         shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

The Duncan Entities are the record and direct beneficial owners of the securities covered by this Schedule 13D. Each of the Duncan Entities has the power to vote (and the power to dispose of) the Common Units owned by each such Duncan Entity.

As general partner of Bitter End, Bitter End GP may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Units beneficially owned by Bitter End. Bitter End GP does not own any Common Units directly and disclaims beneficial ownership of any Common Units beneficially owned by Bitter End.

As general partner of Eagle Minerals, Eagle Management GP may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Units beneficially owned by Eagle Minerals. Eagle Management GP does not own any Common Units directly and disclaims beneficial ownership of any Common Units beneficially owned by Eagle Minerals.

As general partner of Gorda Sound, Gorda Sound GP may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Units beneficially owned by Gorda Sound. Gorda Sound GP does not own any Common Units directly and disclaims beneficial ownership of any Common Units beneficially owned by Gorda Sound.

As general partner of Oil Nut, Oil Nut Bay GP may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Units beneficially owned by Oil Nut. Oil Nut Bay GP does not own any Common Units directly and disclaims beneficial ownership of any Common Units beneficially owned by Oil Nut.

As general partner of Trunk Bay, Trunk Bay GP may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Units beneficially owned by Trunk Bay. Trunk Bay GP does not own any Common Units directly and disclaims beneficial ownership of any Common Units beneficially owned by Trunk Bay.

As sole member of Eagle Management GP and sole manager of Bitter End GP, Gorda Sound GP, Oil Nut Bay GP and Trunk Bay GP, Mr. Duncan may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Units beneficially owned by the GPs. Mr. Duncan does not own any Common Units directly and disclaims beneficial ownership of any Common Units beneficially owned by any of the GPs.

As of the time of filing, no Reporting Person owns any Common Units other than as set forth in this Item 5.

(c)                                       Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the Reporting Persons are described below:

Transaction
Date

Effecting
Person(s)

Common
Units
Acquired

Price
Per Common
Unit

Description
of Transaction

02/08/17

Bitter End Royalties, LP

18,709

(1)

Acquisition of Common Units in exchange for asset contribution

02/08/17

Eagle Minerals LP

20,053

(1)

Acquisition of Common Units in exchange for asset contribution

02/08/17

Gorda Sound Royalties, L.P.

122,472

(1)

Acquisition of Common Units in exchange for asset contribution

02/08/17

Oil Nut Bay Royalties, LP

738,610

(1)

Acquisition of Common Units in exchange for asset contribution

02/08/17

Trunk Bay Royalty Partners, Ltd.

1,050,889

(1)

Acquisition of Common Units in exchange for asset contribution

(d)                                      Not applicable.

(e)                                       Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated herein by reference.

First Amended and Restated Agreement of Limited Partnership of the Issuer

The MLP GP, as the sole general partner of the Issuer, Rivercrest Royalties, LLC, as the organizational limited partner of the Issuer, and the Duncan Entities are party to the First Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of February 8, 2017 (the Partnership Agreement). Among other things, the Partnership Agreement sets forth the rights of the parties thereto with respect to voting and distributions of cash.

Cash Distributions

The Partnership Agreement requires the Issuer to distribute all of its cash on hand at the end of each quarter, less reserves established by the MLP GP. The Issuer refers to this cash as available cash. The Issuer intends to distribute available cash to its unitholders, pro rata.

Issuance of Additional Units

The Partnership Agreement authorizes the Issuer to issue an unlimited number of additional partnership interests for the consideration and on the terms and conditions determined by the MLP GP without the approval of the unitholders.

Limited Voting Rights

The MLP GP will manage and operate the Issuer. Unlike the holders of common stock in a corporation, the Issuers unitholders will have only limited voting rights on matters affecting the Issuers business. The Issuers unitholders will have no right to elect the MLP GP or its directors on an annual or other continuing basis. The MLP GP may not be removed unless that removal is both (i) for cause and (ii) approved by a vote of the holders of not less than 66 2/3% of the outstanding units, including any units owned by the MLP GP and its affiliates, voting together as a single class. None of the Reporting Persons has the ability to prevent the involuntary removal of the MLP GP.

Limited Call Right

If at any time the MLP GP and its affiliates (including the Sponsors and their respective affiliates) own more than 80% of the outstanding Common Units, the MLP GP will have the right, but not the obligation, to purchase all of the remaining Common Units at a price not less than the then-current market price of the Common Units, as calculated in accordance with the Partnership Agreement.

References to, and descriptions of, the Partnership Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Partnership Agreement attached hereto as Exhibit 99.5, which is incorporated in its entirety in this Item 6.

Registration Rights Agreement

Pursuant to the Contribution Agreement and the registration rights described in Exhibit K thereto (the Registration Rights Agreement), the Contributing Parties have specified demand and piggyback participation rights with respect to the registration and sale of Common Units held by them or their affiliates. At any time following the time when the Issuer is eligible to file a registration statement on Form S-3, each of the Sponsors has the right to cause the Issuer to prepare and file a registration statement on Form S-3 with the Securities and Exchange Commission covering the offering and sale of Common Units held by its affiliates. The Issuer is not obligated to effect more than one such demand registration in any 12-month period or two such demand registrations in the aggregate. If the Issuer proposes to file a registration statement pursuant to a Sponsors demand registration discussed above, the Contributing Parties may request to piggyback onto such registration statement in order to offer and sell Common Units held by them or their affiliates. The Issuer has agreed to pay all registration expenses in connection with such demand and piggyback registrations, excluding underwriters compensation, stock transfer taxes or counsel fees.

References to, and descriptions of, the Registration Rights Agreement of the Issuer as set forth in this Item 6 are qualified in their entirety by reference to the Contribution Agreement attached hereto as Exhibit 99.2, which is incorporated in its entirety in this Item 6.

Except as otherwise described herein and in the Joint Filing Agreement attached hereto as Exhibit 99.1, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the Common Units of the Issuer or any other securities of the Issuer.

Item 7.

Material to be Filed as Exhibits

The following exhibits are filed as exhibits hereto:

Exhibit

Description of Exhibit

99.1

Joint Filing Agreement (filed herewith).

99.2

Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Issuer, the MLP GP, the Intermediate Entities and the other parties named therein (filed as Exhibit 2.1 to the Issuers Registration Statement on Form S-1 (File No. 333-215458), as amended, initially filed with the Securities and Exchange Commission on January 6, 2017 and incorporated herein in its entirety by reference).

99.3

Underwriting Agreement, dated as of February 2, 2017, by and among the Issuer, the MLP GP, Kimbell Operating, Intermediate GP, Intermediate Holdings, GP Holdings, and the Representatives (filed as Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2017 and incorporated herein in its entirety by reference).

99.4

Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2017 and incorporated herein in its entirety by reference).

99.5

First Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of February 8, 2017 (filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein in its entirety by reference).

Date: February 17, 2017

BITTER END ROYALTIES, LP

By:

Bitter End, LLC,
its general partner

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

EAGLE MINERALS LP

By:

Eagle Management, LLC,
its general partner

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Member

GORDA SOUND ROYALTIES, L.P.

By:

Gorda Sound, LLC,
its general partner

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

OIL NUT BAY ROYALTIES, LP

By:

Oil Nut Bay, LLC,
its general partner

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

TRUNK BAY ROYALTY PARTNERS, LTD.

By:

Trunk Bay, LLC,

its general partner

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

BITTER END, LLC

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

EAGLE MANAGEMENT, LLC

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Member

GORDA SOUND, LLC

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

OIL NUT BAY, LLC

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

TRUNK BAY, LLC

By:

/s/ Benny D. Duncan

Name:

Benny D. Duncan

Title:

Sole Manager

Benny D. Duncan

/s/ Benny D. Duncan

Exhibit

Description of Exhibit

99.1

Joint Filing Agreement (filed herewith).

99.2

Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Issuer, the MLP GP, the Intermediate Entities and the other parties named therein (filed as Exhibit 2.1 to the Issuers Registration Statement on Form S-1 (File No. 333-215458), as amended, initially filed with the Securities and Exchange Commission on January 6, 2017 and incorporated herein in its entirety by reference).

99.3

Underwriting Agreement, dated as of February 2, 2017, by and among the Issuer, the MLP GP, Kimbell Operating, Intermediate GP, Intermediate Holdings, GP Holdings, and the Representatives (filed as Exhibit 1.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2017 and incorporated herein in its entirety by reference).

99.4

Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2017 and incorporated herein in its entirety by reference).

99.5

First Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of February 8, 2017 (filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2017 and incorporated herein in its entirety by reference).