Director Kimmeridge Energy Management Company, Llc returned 36,495,520 units of Class C Common Stock to the company (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) 08/19/2025 | ||||||||||||||||||||||||||
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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 | 08/19/2025 | D | 36,495,520 | D | (1)(2) | 0 | I | See footnote(3) | ||
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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) | 08/19/2025 | D | 36,495,520 | (1)(2) | (1)(2) | Class A Common Stock | 36,495,520 | (1)(2) | 0 | I | See footnote(3) | |||
| Allocation Rights | (4) | 08/19/2025 | D | 183,394 | (4) | (4) | Class A Common Stock | 183,394 | (4) | 0 | I | See footnote(3) | |||
| Explanation of Responses: |
| 1. The closing of Sitio Royalties Corp's ("Sitio") previously announced merger with Viper Energy, Inc., a Delaware corporation occurred on August 19, 2025. |
| 2. In connection with the closing, 36,495,520 Sitio Royalties Operating Partnership, LP Units ("Sitio Opco Units") held by the Kimmeridge Companies (as defined below) were converted into 17,718,574 common units representing limited liability company membership interests in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock, par value $0.000001 per share, of the new holding company resulting from the merger ("New Viper"). In addition, in connection with the closing, 36,495,520 shares of Class C Common Stock held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, the Reporting Person no longer beneficially owns any securities. |
| 3. The securities to which this filing relates were held directly by KMF DPM HoldCo, LLC ("KMF HoldCo") and Chambers DPM HoldCo, LLC ("Chambers HoldCo"). (the "Kimmeridge Companies") Kimmeridge Energy Management Company, LLC, a Delaware limited liability company (the "Reporting Person"), acts as the investment adviser to the parent company of each of KMF HoldCo and Chambers HoldCo. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. |
| 4. Each Allocation Right entitled the Reporting Person to receive one share of Sitio Class C Common Stock and one Sitio Opco Unit to the extent any shares of Sitio Class C Common Stock and Sitio Opco Units were forfeited by the holders thereof. In connection with the closing, the Allocation Rights were cancelled and ceased to exist. |
| Remarks: |
| The Reporting Person may be have been deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Noam Lockshin, a member of the Board of Managers of the Reporting Person, currently served on the board of directors of the Issuer. |
| Kimmeridge Energy Management Company, LLC, By: /s/ Tamar Goldstein, General Counsel | 08/21/2025 | |
| ** 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. | ||