Chief Financial Officer Osicka Carrie L. covered exercise/tax liability with 4,326 units of Class C Common Stock and covered exercise/tax liability with 1,837 shares, increasing direct ownership by 121% to 114,002 units (SEC Form 4)
$STR
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class C Common Stock(1)(2) | 06/06/2025 | F | 4,326 | D(3) | (1)(2) | 47,208 | D | |||
| Class A Common Stock | 06/07/2025 | F | 1,837 | D(4) | $19.95(5) | 114,002 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Sitio Royalties Operating Partnership, LP Units(1)(2) | (1)(2) | 06/06/2025 | F | 4,326(3) | (1)(2) | (1)(2) | Class A Common Stock | 4,326(1)(2)(3) | (1)(2) | 47,208 | D | ||||
| Explanation of Responses: |
| 1. Each share of Class C Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the "Partnership"), as amended, provide that, subject to certain restrictions contained therein, each holder of common units representing limited partnership interests in the Partnership ("OpCo Units") (other than Sitio Royalties Corp. (the "Issuer")) generally has the right to cause the Partnership to redeem all or a portion of its OpCo Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer on a one-for-one basis or, at the Partnership's election, an equivalent amount of cash. |
| 2. (Continued from Footnote 1) In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right have no expiration date. |
| 3. The OpCo Units listed in Table II were forfeited and a corresponding number of shares of Class C Common Stock listed in Table I were cancelled to satisfy the tax withholding obligations of the Reporting Person in connection with the vesting of a portion of the Class C Common Stock held by the Reporting Person. |
| 4. These shares were withheld by the Issuer to satisfy the tax withholding obligations of the Reporting Person in connection with the vesting of one-third of an award of restricted stock units on June 7, 2025. |
| 5. Represents the closing price of the Issuer's Class A Common Stock on June 6, 2025, the trading date immediately preceding the date of the tax withholding. |
| Remarks: |
| /s/ Carrie L. Osicka, by Brett S. Riesenfeld as Attorney-in-Fact | 06/10/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||