| 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) 05/01/2025 | ||||||||||||||||||||||||||
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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 | ||||||
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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 Common Stock | $0(1) | 05/01/2025 | A | 69,626,640(2)(3) | (1) | (1) | Class A Common Stock(1) | 69,626,640 | (1)(2) | 69,626,640 | I | See FN(4) | |||
| Operating Company Units | $0(1) | 05/01/2025 | A | 69,626,640(2)(3) | (1) | (1) | Class A Common Stock(1) | 69,626,640 | (1)(2) | 69,626,640 | I | See FN(4) | |||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 8,066,528(5) | 8,066,528(5) | I | See FN(6) | |||||||
| Operating Company Units | (1) | (1) | (1) | Class A Common Stock | 8,066,528(5) | 8,066,528(5) | I | See FN(6) | |||||||
| Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 77,364,925(5) | 77,364,925(5) | D | ||||||||
| Operating Company Units | (1) | (1) | (1) | Class A Common Stock | 77,364,925(5) | 77,364,925(5) | D | ||||||||
| 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. (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. On May 1, 2025, the Issuer and the Operating Company completed their acquisition (the "Drop Down") of all of the issued and outstanding equity interests in certain mineral and royalty interest-owning subsidiaries of Diamondback Energy, Inc., the Issuer's parent (the "Reporting Person"), for (i) $1.0 billion in cash and (ii) the issuance (the "Equity Issuance") of 69,626,640 shares of Class B Common Stock and an equal number of Operating Company Units to Endeavor Energy Resources, LP, a wholly-owned subsidiary of the Reporting Person. |
| 3. The Drop Down and the transactions contemplated thereby were approved by (i) the Issuer's audit committee comprised of all independent directors and the full board of directors, in each case on January 30, 2025, and (ii) the majority of the Issuer's stockholders, other than the Reporting Person and its subsidiaries, at the special meeting of the Issuer's stockholders held on May 1, 2025, where the Issuer's stockholders also separately approved the Equity Issuance. |
| 4. 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. |
| 5. Previously reported on Form 4 filed with the SEC on March 8, 2024. |
| 6. 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: |
| /s/ Teresa L. Dick as Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc. | 05/05/2025 | |
| ** 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. | ||