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Filing Details

Accession Number:: 0000899243-22-013135
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-04-01 16:52:52
Reporting Period:: 2022-03-30

Accepted Time:: 2022-04-01 16:52:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1657788	Kimbell Royalty Partners Lp	KRP	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1366397	P L Vi Fund Capital Energy Encap	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No
1422885	Encap Energy Capital Fund Vii Lp	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No
1494333	Encap Vi-B Acquisitions, L.p.	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No
1504103	Encap Energy Capital Fund Viii, L.p.	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No
1726182	Encap Partners Gp, Llc	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No
1772387	Pep Iii Holdings, Llc	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No
1772462	Pep I Holdings, Llc	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No
1772472	Pep Ii Holdings, Llc	9651 Katy Freeway, Suite 600 Houston TX 77024	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Acquisiton	2022-03-30	723,800	$0.00	723,000	No	4	C	Indirect	See footnotes
Common Units	Acquisiton	2022-03-30	3,276,119	$0.00	3,276,119	No	4	C	Indirect	See footnotes
Common Units	Acquisiton	2022-03-30	5,358,000	$0.00	5,358,000	No	4	C	Indirect	See footnotes
Common Units	Disposition	2022-03-31	723,800	$15.04	0	No	4	S	Indirect	See footnotes
Common Units	Disposition	2022-03-31	3,276,119	$15.04	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	OpCo Common Units	Disposition	2022-03-30	723,800	$0.00	723,800	$0.00
Common Units	OpCo Common Units	Disposition	2022-03-30	3,276,119	$0.00	3,276,119	$0.00
Common Units	OpCo Common Units	Disposition	2022-03-30	5,358,000	$0.00	5,358,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
42,081	No	4	C	Indirect
0	No	4	C	Indirect

Footnotes

The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units representing limited partner interests in the Issuer ("Common Units") on a one-for-one basis or, at OpCo's election, for cash. The OpCo Common Units do not expire.
On March 30, 2022, PEP I Holdings, LLC ("Phillips I") requested that 723,800 OpCo Common Units and 723,800 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 723,800 Common Units; PEP II Holdings, LLC ("Phillips II") requested that 3,276,119 OpCo Common Units and 3,276,119 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 3,276,119 Common Units; and PEP III Holdings ("Phillips III") requested that 5,358,000 OpCo Common Units and 5,358,000 Class B Units be redeemed, and such securities were accordingly redeemed for an aggregate of 5,358,000 Common Units (such redemptions, the "Redemptions"). As of immediately following the Redemptions, Phillips II directly owns 42,081 Opco Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.
On March 31, 2022, the Reporting Persons executed a block trade under Rule 144 pursuant to which an aggregate of 3,999,919 Common Units were sold for $15.035 per share (such sale, the "Block Trade"). As of immediately following the Block Trade, Phillips II directly owns 42,081 OpCo Common Units, and an equivalent number of Class B Units, which together are exchangeable for an equal number of Common Units.
EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VI GP, L.P. ("EnCap Fund VI GP"), EnCap Equity Fund VII GP, L.P. ("EnCap Fund VII GP") and EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which are the general partners of EnCap Energy Capital Fund VI, L.P. ("EnCap Fund VI"), EnCap Energy Capital Fund VII, L.P. ("EnCap Fund VII") and EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"), respectively.
(Continued from Footnote 4) Additionally, EnCap Fund VI GP is the general partner of EnCap Energy Capital Fund VI-B, L.P. ("EnCap Fund VI-B"), which is the sole member of EnCap VI-B Acquisitions GP, LLC ("EnCap VI-B GP"), which is the general partner of EnCap VI-B Acquisitions, L.P. ("EnCap VI-B").
These securities may be deemed to be beneficially owned by Phillips I. EnCap Partners GP indirectly manages EnCap Fund VI and EnCap VI-B, which are the managing members of Phillips I. Therefore, EnCap Partners GP, EnCap Fund VI and EnCap VI-B may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities.
(Continued from Footnote 6) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VI, EnCap VI-B and Phillips I have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.
These securities may be deemed to be beneficially owned by Phillips II. EnCap Partners GP indirectly manages EnCap Fund VII, which is the managing member of Phillips II. Therefore, EnCap Partners GP and EnCap Fund VII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VII and Phillips II have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.
As of the date hereof, Phillips III directly owns 5,358,000 Common Units. These securities may be deemed to be beneficially owned by Phillips III. EnCap Partners GP indirectly manages EnCap Fund VIII, which is the managing member of Phillips III. Therefore, EnCap Partners GP and EnCap Fund VIII may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP, EnCap Fund VIII and Phillips III have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein.