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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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VNOM Sub, Inc. (formerly Viper Energy, Inc.) (Name of Issuer) |
Class A Common Stock, par value $0.000001 per share (Title of Class of Securities) |
927959106 (CUSIP Number) |
Teresa L. Dick Diamondback Energy, Inc., 900 NW 63rd Street, Suite 200 Oklahoma City, OK, 73116 (405) 463-6900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2025 (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
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| CUSIP No. | 927959106 |
| 1 |
Name of reporting person
Diamondback Energy, Inc. | ||||||||
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
CO |
SCHEDULE 13D
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| CUSIP No. | 927959106 |
| 1 |
Name of reporting person
Diamondback E&P 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
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 |
SCHEDULE 13D
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| CUSIP No. | 927959106 |
| 1 |
Name of reporting person
Endeavor Energy Resources, L.P. | ||||||||
| 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
TEXAS
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| 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)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.000001 per share | |
| (b) | Name of Issuer:
VNOM Sub, Inc. (formerly Viper Energy, Inc.) | |
| (c) | Address of Issuer's Principal Executive Offices:
500 West Texas Ave., Suite 100, Midland,
TEXAS
, 79701. | |
Item 1 Comment:
The following constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule 13D filed with the Securities and Exchange Commission by Diamondback Energy, Inc. ("Diamondback") and Diamondback E&P LLC ("Diamondback E&P") on August 11, 2016, as amended on March 7, 2024, March 8, 2024, February 3, 2025, May 5, 2025 (which added Endeavor Energy Resources, L.P. ("Endeavor")) and June 4, 2025 (collectively, the "Schedule 13D"), relating to Viper Energy, Inc., which has been renamed VNOM Sub, Inc. (the "Issuer"). This Amendment No. 6 amends and supplements the Schedule 13D as specifically set forth herein.
As set forth below, as a result of the Sitio Acquisition, on August 19, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer's securities. The filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:
On August 19, 2025, pursuant to the terms of the Merger Agreement, the Sitio Acquisition was consummated, pursuant to which, among other things, each share of Class B Common Stock issued and outstanding immediately prior to the effective time of the merger of Cobra Merger Sub, Inc. with and into the Issuer was automatically canceled and converted into one share of Class B common stock, par value $0.000001, of New Cobra Pubco, Inc. ("New Viper Class B Common Stock"), which was renamed "Viper Energy, Inc.", as merger consideration. As a result of the foregoing, all 155,058,093 shares of Class B Common Stock held by the Reporting Persons were canceled in exchange for 155,058,093 shares of New Viper Class B Common Stock. As a result, the Reporting Persons no longer beneficially own any securities of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As a result of the consummation of the Sitio Acquisition, the Reporting Persons no longer beneficially own any securities of the Issuer, nor do they have sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an "exit" filing for each Reporting Person. | |
| (b) | The information in Item 5(a) is incorporated herein by reference. | |
| (c) | Except as set forth in this Amendment No. 6 and in connection with the Sitio Acquisition, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any Reporting Persons. | |
| (d) | Not applicable. | |
| (e) | As of August 19, 2025, the Reporting Persons ceased to beneficially own more than 5% of the Issuer's outstanding common stock. | |
| 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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Comments accompanying signature:
Diamondback E&P LLC By: Diamondback Energy, Inc., its sole member |