Amendment: SEC Form SCHEDULE 13D/A filed by Texas Pacific Land Corporation
$TPL
Oil & Gas Production
Energy
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Texas Pacific Land Corp (Name of Issuer) |
Common Stock (Title of Class of Securities) |
88262P102 (CUSIP Number) |
Jay Kesslen 470 Park Ave S, 8th Fl S New York, NY, 10016 646-867-1176 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/16/2024 (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
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| CUSIP No. | 88262P102 |
| 1 |
Name of reporting person
HORIZON KINETICS ASSET MANAGEMENT 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)
WC | ||||||||
| 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
3,578,173.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (Amendment No. 8). This Amendment No. 8 amends, supplements and to the extent inconsistent with, supersedes the initial Schedule 13D filed with the Securities and Exchange Commission (the SEC) on January 12, 2021, as amended by Amendment No. 1 filed with the SEC on February 2, 2022, Amendment No. 2 filed with the SEC on January 27, 2023, Amendment No. 3 filed with the SEC on August 1, 2023, Amendment No. 4 filed with the SEC on December 6, 2023, Amendment No 5 filed with the SEC on February 5, 2024, and Amendment No 6 filed with the SEC on February 7, 2024, Amendment No 7 filed with the SEC on February 28, 2024 (Amendment No. 7 and, collectively with the initial Schedule 13D filed on January 12, 2021 and each subsequent amendment thereto, the Schedule 13D).
On March 27, 2024, the Issuer effectuated a split of its common stock 3-for-1, so the figures reported in the prior Schedule 13D, filed on February 28, 2024, should be deemed to have been multiplied by 3 as of such date.
SCHEDULE 13D
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| CUSIP No. | 88262P102 |
| 1 |
Name of reporting person
Horizon Kinetics Holding Corp | ||||||||
| 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)
AF | ||||||||
| 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
3,578,173.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
On August 1, 2024, Horizon Kinetics LLC merged with Scott's Liquid Gold-Inc which was renamed Horizon Kinetics Holding Corporation (HKHC). As such, Horizon Kinetics Asset Management LLC (HKAM) became a wholly owned subsidiary of HKHC.
HKHC may be deemed to beneficially own the 3,578,173 shares beneficially owned by HKAM. HKHC has not entered into any separate transactions in the shares following the filing of Amendment No. 7 other than those listed below under Schedule A by HKAM.
On March 27, 2024, the Issuer effectuated a split of its common stock 3-for-1, so the figures reported in the prior Schedule 13D, filed on February 28, 2024, should be deemed to have been multiplied by 3 as of such date.
SCHEDULE 13D
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| CUSIP No. | 88262P102 |
| 1 |
Name of reporting person
STAHL MURRAY | ||||||||
| 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)
WC | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,578,173.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
On March 27, 2024, the Issuer effectuated a split of its common stock 3-for-1, so the figures reported in the prior Schedule 13D, filed on February 28, 2024, should be deemed to have been multiplied by 3 as of such date.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Texas Pacific Land Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1700 PACIFIC AVENUE, 1700 PACIFIC AVENUE, DALLAS,
TEXAS
, 75201. |
| Item 2. | Identity and Background |
| (a) | Item 2 is hereby amended and restated in its entirety to read as follows:
(i) Horizon Kinetics Asset Management LLC (HKAM), a Delaware limited liability company and a wholly owned subsidiary of Horizon Kinetics Holding Corporation (HKHC), a Delaware corporation, with respect to the shares directly and beneficially owned by it;
(ii) HKHC (together with HKAM) with respect to the shares directly and beneficially owned by it; and
(iii) Murray Stahl, with respect to the shares directly and beneficially owned by him.
Each of the foregoing is referred to as a Horizon Reporting Person and collectively as the Horizon Reporting Persons.
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| (b) | The business address for HKAM is 470 Park Ave S, 8th Fl S, New York, NY 10016. |
| (c) | HKHC, through its wholly owned registered investment adviser, HKAM, acts as a discretionary investment manager on behalf of its clients, who maintain beneficial interest in TPL. In addition, HKHC and its principals maintain ownership of TPL by virtue of investments in certain accounts, including proprietary accounts. Mr. Stahl is HKHC's Chief Executive Officer, Chairman of the Board and serves as Chief Investment Officer. |
| (d) | no |
| (e) | no |
| (f) | Mr. Stahl is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to include the following:
HKAM used client assets to purchase shares on behalf of its clients, and its own working capital to purchase shares for its proprietary accounts, which has included funds deposited by its personnel.
Mr. Stahl has a direct ownership interest in 7,848 shares, all of which were purchased with personal funds. Mr. Stahl has an indirect ownership interest in approximately 156,083 shares. The shares were purchased with funds from the accounts that purchased such shares, which includes funds deposited by other investors including Mr. Stahl. In connection with Mr. Stahl's service on the TPL Board of Directors, Mr. Stahl has been awarded 657 shares to date.
On March 27, 2024, the Issuer effectuated a split of its common stock 3-for-1, so the figures reported in the prior Schedule 13D filed on February 28, 2024, should be deemed to have been multiplied by 3 as of such date.
| |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated in its entirety to read as follows
Percentages of the shares outstanding reported are calculated based upon the 22,974,914 Shares outstanding as of October 31 2024, as reported in TPL's current Form 10-Q for the period ended September 30, 2024, filed with the SEC on November 8 2024.
As of the close of business on December 16, 2024, HKAM beneficially owned 3,578,173 Shares.
Percentage: Approximately 15.57%
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| (b) | HKAM's Sole Power to Vote is 3,578,173 shares. |
| (c) | The transactions in the shares of HKAM following the filing of Amendment No. 8 are set forth in Schedule A and are incorporated herein by reference.
This Schedule 13D does not include approximately 80,036 Shares held personally by senior portfolio managers of HKAM.
The right to dividends from, or proceeds from the sale of such shares resides with the beneficial owners of such accounts, and HKAM with respect to its proprietary accounts.
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| (d) | n/a |
| (e) | n/a |
| 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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