| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/19/2025 |
3. Issuer Name and Ticker or Trading Symbol
Viper Energy, Inc. [ VNOM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock | 77,364,925 | (1) | D | |
| Operating Company Units | (1) | (1) | Class A Common Stock | 77,364,925 | (1) | D | |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 69,626,640 | (1) | I | See Footnote(2) |
| Operating Company Units | (1) | (1) | Class A Common Stock | 69,626,640 | (1) | I | See footnote(2) |
| Class B Common Stock | (1) | (1) | Class A Common Stock | 8,066,528 | (1) | I | See footnote(3) |
| Operating Company Units | (1) | (1) | Class A Common Stock | 8,066,528 | (1) | I | See Footnote(3) |
| Explanation of Responses: |
| 1. These derivatives securities are represented by (i) shares of Class B Common Stock, par value $0.000001 per share (the "Class B Common Stock"), of Viper Energy, Inc. (f/k/a New Cobra Pubco, Inc.) (the "Issuer") and (ii) an equal number of units representing limited liability company interests ("Operating Company Units") in Viper Energy Partners LLC, the Issuer's operating company (the "Operating Company"). The Operating Company Units and shares of Class B Common Stock are exchangeable from time to time, at the discretion of their holders, for an equivalent number of shares of the Issuer's Class A common stock, par value $0.000001 per share (the "Class A Common Stock") (that is, one Operating Company Unit and one share of Class B Common Stock, together, are exchangeable for one share of Class A Common Stock). |
| 2. 69,626,640 shares of Class B Common Stock and 69,626,640 Operating Company Units are held by Endeavor Energy Resources, L.P., a wholly-owned subsidiary of the Reporting Person. |
| 3. 8,066,528 shares of Class B Common Stock and 8,066,528 Operating Company Units are held by Diamondback E&P LLC, a wholly-owned subsidiary of the Reporting Person. |
| Remarks: |
| In accordance with the completion of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2025, by and among VNOM Sub, Inc. (f/k/a Viper Energy, Inc.) ("Former Viper"), Viper Energy, Inc. (f/k/a New Cobra Pubco, Inc.) ("New Viper") and the other parties thereto, on August 19, 2025, shares of Class A common stock, par value $0.000001 per share, of Former Viper (and awards of restricted stock units in respect of such Class A common stock), were converted into an equivalent number of shares of Class A common stock, par value $0.000001 per share, of New Viper (and awards of restricted stock units in respect of such Class A common stock), in each case, in accordance with the terms of the Merger Agreement. |
| /s/ Teresa L. Dick as Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc. | 08/19/2025 | |
| ** 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 5 (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. | ||