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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Viper Energy, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
927959106 (CUSIP Number) |
02/14/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 927959106 |
| 1 | Names of Reporting Persons
Tumbleweed Royalty IV, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,093,670.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Tumbleweed Royalty IV, LLC ("TWR IV") is the direct holder of 10,093,670 units ("OpCo Units") representing limited liability company interests in Viper Energy Partners LLC, a Delaware limited liability company ("OpCo"), and an option (the "Class B Option") to acquire an equal number of shares of Class B Common Stock ("Class B Common Stock") of Viper Energy, Inc. (the "Issuer"). Prior to the exercise of the Class B Option by TWR IV, the OpCo Units held by TWR IV are exchangeable for an equal number of shares of Class A Common Stock ("Class A Common Stock") of the Issuer. Following the exercise of the Class B Option by TWR IV, the Class B Common Stock and an equal number of OpCo Units are exchangeable for an equal number of shares of Class A Common Stock of the Issuer.
(2) The calculation in box 11 is based on an assumed combined total of 141,406,812 shares of Class A Common Stock outstanding, which consists of: (a) a total of 131,313,142 shares of Class A Common Stock outstanding as of February 21, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 26, 2025 (the "Annual Report"); and (b) assumes that all 10,093,670 OpCo Units directly held by TWR IV were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis. There were a total of 87,831,750 shares of Class B Common Stock outstanding as of February 21, 2025, as reported by the Issuer in the Annual Report.
SCHEDULE 13G
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| CUSIP No. | 927959106 |
| 1 | Names of Reporting Persons
EnCap Energy Capital Fund X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,968,244.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.48 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (3) EnCap Energy Capital Fund X, L.P. ("EnCap Fund X") is the direct holder of 1,968,244 OpCo Units, which are, together with an equal number of shares of Class B Common Stock, exchangeable for an equal number of shares of Class A Common Stock.
(4) The calculation in box 11 is based on an assumed combined total of 133,281,386 shares of Class A Common Stock outstanding, which consists of: (a) a total of 131,313,142 shares of Class A Common Stock outstanding as of February 21, 2025, as reported by the Issuer in the Annual Report; and (b) assumes that all 1,968,244 OpCo Units directly held by EnCap Fund X were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis. There were a total of 87,831,750 shares of Class B Common Stock outstanding as of February 21, 2025, as reported by the Issuer in the Annual Report.
SCHEDULE 13G
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| CUSIP No. | 927959106 |
| 1 | Names of Reporting Persons
EnCap Energy Capital Fund XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,093,670.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (5) Includes 10,093,670 OpCo Units owned directly by TWR IV. EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI") is the managing member of TWR IV.
(6) See footnote (2).
SCHEDULE 13G
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| CUSIP No. | 927959106 |
| 1 | Names of Reporting Persons
EnCap Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,061,914.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.41 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (7) Includes 10,093,670 OpCo Units owned directly by TWR IV and 1,968,244 OpCo Units owned directly by EnCap Fund X. EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). EnCap Investments LP is the sole member of EnCap Equity Fund XI GP, LLC ("EnCap Fund XI GP"), which is the general partner of EnCap Equity Fund XI GP, L.P. ("EnCap Fund XI LP"), which is the sole general partner of EnCap Fund XI, which is the managing member of TWR IV. EnCap Investments LP is the general partner of EnCap Equity Fund X GP, L.P. ("EnCap Fund X GP"), which is the general partner of EnCap Fund X. Therefore, EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund XI GP may be deemed to beneficially own securities owned by EnCap Fund XI and TWR IV. EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP and EnCap Fund X GP may be deemed to beneficially own securities owned by EnCap Fund X. EnCap Partners GP, EnCap Partners, EnCap Holdings, EnCap Investments GP, EnCap Investments LP, EnCap Fund XI GP LLC, EnCap Fund XI GP and EnCap Fund X GP disclaim beneficial ownership of the securities owned by EnCap Fund XI and EnCap Fund X, as applicable, except to the extent of their respective pecuniary interest therein, and this statement shall not be deemed an admission that any such entity is the beneficial owner of the reported Common Units for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or any other purpose.
(8) The calculation in box 11 is based on an assumed combined total of 143,375,056 shares of Class A Common Stock outstanding, which consists of: (a) a total of 131,313,142 shares of Class A Common Stock outstanding as of February 21, 2025, as reported by the Issuer in the Annual Report; and (b) assumes that all (i) 10,093,670 OpCo Units directly held by TWR IV and (ii) 1,968,244 OpCo Units held by EnCap Fund X were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis. There were a total of 87,831,750 shares of Class B Common Stock outstanding as of February 21, 2025, as reported by the Issuer in the Annual Report.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Viper Energy, Inc. | |
| (b) | Address of issuer's principal executive offices:
500 West Texas, Suite 100, Midland, TX 79701 | |
| Item 2. | ||
| (a) | Name of person filing:
Tumbleweed Royalty IV, LLC ("TWR IV")
EnCap Energy Capital Fund X, L.P. ("EnCap Fund X")
EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI")
EnCap Partners GP, LLC ("EnCap Partners GP") | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of TWR IV is: 3724 Hulen Street, Fort Worth, TX 76107
The principal business address for each of EnCap Fund X, EnCap Fund XI and EnCap Partners GP is: c/o EnCap Investments, L.P., 9651 Katy Freeway, Suite 600, Houston, TX 77024 | |
| (c) | Citizenship:
TWR IV is a Delaware limited liability company; EnCap Fund X is a Texas limited partnership; EnCap Fund XI is a Texas limited partnership; EnCap Partners GP is a Delaware limited liability company | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
927959106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
12,061,914 | |
| (b) | Percent of class:
8.41 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
12,061,914 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
12,061,914 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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: (9) By EnCap Equity Fund X GP, L.P., its general partner; by EnCap Investments L.P., its general partner; by EnCap Investments GP, L.L.C., its general partner.
(10) By EnCap Equity Fund XI GP, L.P., its general partner; by EnCap Equity Fund XI GP, LLC, its general partner; by EnCap Investments L.P., its sole member; by EnCap Investments GP, L.L.C., its general partner.