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    Amendment: SEC Form SCHEDULE 13D/A filed by PermRock Royalty Trust

    1/14/25 8:00:17 AM ET
    $PRT
    Oil & Gas Production
    Energy
    Get the next $PRT alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 9)


    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)
    01/10/2025

    (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. Checkbox not checked

    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
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    4,884,861.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    4,884,861.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    4,884,861.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    40.2 %
    14Type 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 November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission (the SEC) on November 13, 2024.


    SCHEDULE 13D

    CUSIP No.
    714254109


    1 Name of reporting person

    Marshall Eves
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,893,661.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,893,661.00
    11Aggregate amount beneficially owned by each reporting person

    4,893,661.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    40.2 %
    14Type 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 Boaz Energy II, LLC and Karan Eves. Percentage of class calculated based on 12,165,732 total outstanding Trust Units as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024.


    SCHEDULE 13D

    CUSIP No.
    714254109


    1 Name of reporting person

    Karan Eves
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    4,893,661.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    4,893,661.00
    11Aggregate amount beneficially owned by each reporting person

    4,893,661.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    40.2 %
    14Type 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 November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024.


    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 This Amendment No. 9 to Schedule 13D (this Schedule 13D Amendment No. 9) 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 and Amendment No. 8 to Schedule 13D filed on December 6, 2023 (as amended prior to and as of December 6, 2023, the Schedule 13D). This Schedule 13D Amendment No. 9 amends the information disclosed in the Schedule 13D as set forth herein. Except as otherwise specified in this Schedule 13D Amendment No. 9, 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. 9 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 January 10, 2025, Boaz Energy II, LLC (Boaz Energy) entered into a Purchase and Sale Agreement (the Purchase and Sale Agreement), by and among 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), pursuant to which the Seller agreed to sell and assign, and the Buyer agreed to purchase and acquire, the 4,884,861 Trust Units held by Boaz Energy (the Subject Trust Units), effective as of the closing date of the transactions contemplated by the Purchase and Sale Agreement (the "Closing"), as well as certain other oil and gas properties held by the Seller (collectively with the Subject Trust Units, the "Assets" and the transactions to be consummated at the Closing, the Sale). Pursuant to the Purchase and Sale Agreement, as consideration for the purchase, sale and assignment of the Subject Trust Units from Boaz Energy to the Buyer, the Buyer agreed to pay to the Seller an amount in cash equal to $12,102,500. Following the Closing of the Sale, and Boaz Energy's conveyance to the Buyer of the Subject Trust Units in connection therewith, Boaz Energy will no longer beneficially own any Trust Units; however, each of Marshall Eves and Karan Eves will directly continue to own 4,400 Trust Units. In addition, in connection with the Closing, it is contemplated by the Purchase and Sale Agreement that Boaz Energy will transfer its rights under that certain Registration Rights Agreement, dated May 4, 2018, by and between Boaz Energy and the Issuer, to the Buyer. The Closing of the Sale is subject to the satisfaction of various customary closing conditions, including, among others, (i) the absence of any suit, action or other proceeding (initiated by a person other than the Buyer, the Seller or their affiliates) pending or threatened that seeks to restrain, enjoin or otherwise prohibit the occurrence of the Closing and (ii) with respect to the oil and gas properties that are contemplated be sold in the Sale, the Purchase Price (as defined in the Purchase and Sale Agreement) has not been reduced by greater than 20.0% resulting from certain oil and gas property-related adjustments. The Purchase and Sale Agreement contains certain termination rights for both the Seller and the Buyer, including, among other things, if the Closing has not occurred prior to April 30, 2025. The Purchase and Sale Agreement contains customary representations, warranties and obligations of the parties thereto, including, among others, certain confidentiality and non-solicitation covenants. The parties to the Purchase and Sale Agreement each have customary indemnification obligations and rights under the terms of the Purchase and Sale Agreement, including with respect to breaches of certain representations and warranties and failure to observe and perform certain covenants. 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 hereto 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) Boaz Energy is the sole record and beneficial owner of 4,884,861 Trust Units, which represents approximately 40.2% of the outstanding Trust Units (based on 12,165,732 total outstanding Trust Units as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024). The Listed Persons set forth on Schedule I with respect to Boaz Energy may be deemed to beneficially own the Trust Units for which Boaz Energy is the sole record and beneficial owner. (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. By virtue of each owning 38.94% of the limited liability company interests in, and serving as a manager of, Boaz Energy, each of Marshall Eves and Karan Eves may be deemed to indirectly beneficially own the Trust Units held by Boaz Energy. As a result, each of Marshall Eves and Karan Eves may be deemed to beneficially own 4,893,661 Trust Units, which represents approximately 40.2% of the outstanding Trust Units (based on 12,165,732 total outstanding Trust Units as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024). Each of Marshall Eves and Karan Eves disclaims beneficial ownership of these Trust Units they may be deemed to indirectly beneficially own except to the extent of his or her pecuniary interest therein. Each of Marshall Eves and Karan Eves may be deemed to share voting and dispositive power over the reported Trust Units and therefore may also be deemed to be the beneficial owner of the Trust Units.
    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.
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 of the Schedule 13D is hereby amended and supplemented as follows: The following exhibit is filed as an exhibit hereto: Exhibit A Purchase and Sale Agreement, dated as of January 10, 2025, by and between Boaz Energy II, LLC, Boaz Energy II Royalty, LLC and T2S Permian Acquisition II LLC.* * Filed herewith.

        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.

     
    Boaz Energy II, LLC
     
    Signature:/s/ Marshall Eves
    Name/Title:Chief Executive Officer
    Date:01/14/2025
     
    Marshall Eves
     
    Signature:/s/ Marshall Eves
    Name/Title:Marshall Eves
    Date:01/14/2025
     
    Karan Eves
     
    Signature:/s/ Karan Eves
    Name/Title:Karan Eves
    Date:01/14/2025
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