Diamondback Energy, Inc. returned 73,150,000 units of Common Units representing limited partner interests to the company, exercised 7,946,507 units of Common Units representing limited partner interests at a strike of $25.17, converted options into 5,278,493 shares and sold $451,303,125 worth of shares (13,225,000 units at $34.12), closing all direct ownership in the company (SEC Form 4)
$VNOM
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
Viper Energy, Inc. [ VNOM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2018 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Units representing limited partner interests | 05/10/2018 | D | 73,150,000(1) | D | (1)(2) | 0 | D | |||
| Common Units representing limited partner interests | 05/10/2018 | M | 731,500(3) | A | (2) | 731,500 | D | |||
| Common Units representing limited partner interests | 10/31/2023 | M | 7,215,007(4) | A | $27.72(4) | 7,946,507 | D | |||
| Class A Common Stock | 03/08/2024 | M | 5,278,493(5) | A | (2)(5)(6) | 13,225,000(6) | D | |||
| Class A Common Stock | 03/08/2024 | S | 13,225,000 | D | $34.125 | 0 | 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 | ||||||||
| Class B Units | (2) | 05/10/2018 | A | 73,150,000 | (2) | (2) | Common Units | 73,150,000 | (1)(2) | 73,150,000 | D | ||||
| Operating Company Units | (2) | 05/10/2018 | A | 73,150,000 | (2) | (2) | Common Units | 73,150,000 | (1)(2) | 73,150,000 | D | ||||
| Class B Units | (2) | 05/10/2018 | M | 731,500 | (2) | (2) | Common Units | 731,500(3) | (2) | 72,418,500 | D | ||||
| Operating Company Units | (2) | 05/10/2018 | M | 731,500 | (2) | (2) | Common Units | 731,500(3) | (2) | 72,418,500 | D | ||||
| Class B Units | (2) | 10/01/2019 | A | 10,224,918 | (2)(7) | (2)(7) | Common Units | 82,643,418 | (2)(7) | 82,643,418 | D | ||||
| Operating Company Units | (2) | 10/01/2019 | A | 10,224,918 | (2)(7) | (2)(7) | Common Units | 82,643,418 | (2)(7) | 82,643,418 | D | ||||
| Class B Units | (2) | 10/01/2019 | A | 8,066,528 | (2)(7) | (2)(7) | Common Units | 8,066,528 | (2)(7) | 8,066,528 | I | See footnote(8) | |||
| Operating Company Units | (2) | 10/01/2019 | A | 8,066,528 | (2)(7) | (2)(7) | Common Units | 73,150,000 | (2)(7) | 8,066,528 | I(8) | See footnote(8) | |||
| Put Option (obligation to buy) | $27.72 | 09/04/2023 | D | 7,215,007 | 09/04/2023 | 11/01/2023(3)(4) | Common Units | 7,215,007 | (4) | 7,215,007 | D | ||||
| Put Option (obligation to buy) | $27.72 | 10/31/2023 | M | 7,215,007 | 09/04/2023 | 11/01/2023(3)(4) | Common Units | 7,215,007 | (4) | 0 | D | ||||
| Class B Common Stock | (2) | 03/08/2024 | M | 5,278,493 | (2)(5) | (2)(5) | Class A Common Stock(6) | 5,278,493 | (2)(5) | 77,364,925 | D | ||||
| Operating Company Units | (2) | 03/08/2024 | M | 5,278,493 | (2)(5) | (2)(5) | Class A Common Stock(6) | 5,278,493 | (2)(5) | 77,364,925 | D | ||||
| Explanation of Responses: |
| 1. Effective on May 10, 2018, Diamondback Energy, Inc.(the "Reporting Person") delivered and assigned to Viper Energy Partners LP (a predecessor of Viper Energy, Inc., collectively, the "Issuer"), a subsidiary that is primarily controlled by the Reporting Person, 73,150,000 common units representing limited partnership interests (the "Common Units") that the Reporting Person owned in exchange for (i) 73,150,000 of the Issuer's newly-issued Class B units representing limited partnership units (the "Class B Units") and (ii) 73,150,000 newly-issued units of the Operating Company ("OpCo Units") of Viper Energy Partners LLC, as defined below (the "Recapitalization"). |
| 2. Following the Recapitalization, each Class B Unit and each OpCo Unit were together convertible and exchangeable into one Common Unit of Viper Energy Partners LP. Following the Conversion, as defined below, one share of Class B common stock, par value $0.000001 per share (the "Class B Common Stock") and each OpCo Unit were together convertible and exchangeable into one share of Class A common stock, par value $0.000001 per share (the "Class A Common Stock") of the Issuer. |
| 3. On May 10, 2018, the Reporting Person converted and exchanged 731,500 Class B Units and Operating Company Units for an equal number of Common Units. |
| 4. On September 4, 2023, the Reporting Person granted the Issuer a right to sell up to 7,215,007 Common Units to the Reporting Person at a fixed price of $27.72, which the Issuer was permitted to exercise until a certain acquisition closed. The Issuer exercised its right to sell Common Units to the Reporting Person on October 31, 2023. |
| 5. On March 8, 2024, the Reporting Person converted and exchanged 5,278,493 Class B Shares and OpCo Units in connection with the Reporting Person's registered offering of Class A Common Stock, which included 11,500,000 shares of Class A Common Stock sold by the Reporting Person to the underwriters in the firm offering and shares of Class A Common Stock subject to the underwriters' option to purchase 1,725,000 additional shares of Class A Common Stock, which option was exercised in full by the underwriters, and the offering of both firm and optional shares closed on March 8, 2024. |
| 6. On November 13, 2023, the Issuer converted its form to that of a corporation (the "Conversion"), and each Common Unit became one share of Class A Common Stock, each Class B Common Unit became one share Class B Common Stock, and each unit of the Operating Company was now exchangeable, together with a share of Class B Common Stock into one share of Class A Common Stock. The Conversion was a change in form of the Issuer without any change in the pecuniary interest of the Reporting Person. |
| 7. On October 1, 2019, Viper Energy Partners LP completed the acquisition of certain mineral and royalty interests from subsidiaries of the Reporting Person in exchange for 10,244,918 OpCo Units and Class B Units newly issued to the Reporting Person, 8,066,528 OpCo Units and Class B Units newly issued to a wholly owned subsidiary of the Reporting Person and $190.2 million in cash. |
| 8. Held by Diamondback E&P LLC, a wholly owned subsidiary of the Reporting Person. |
| Remarks: |
| By virtue of the Reporting Person's representation on the Board of Directors of Viper Energy, Inc. (the "Issuer"), for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed a director by deputization of the Issuer. |
| /s/ Teresa L. Dick, as Executive Vice President, Chief Accounting Officer and Assistant Secretary | 03/08/2024 | |
| ** 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. | ||