| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STR Sub Inc. [ STR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2022 | ||||||||||||||||||||||||||
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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 | 12/29/2022 | D | 36,495,520 | A | (1)(2)(3)(4)(5)(6) | 0 | I | See footnote(7) | ||
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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)(3)(4)(5)(6) | 12/29/2022 | D | 36,495,520 | (4)(5)(6) | (4)(5)(6) | Class A Common Stock | 36,495,520 | (1)(2)(3)(4)(5)(6) | 0 | I | See footnote(7) | |||
| Allocation Rights | (8) | 12/29/2022 | D | 183,394 | (8) | (8) | Class A Common Stock | 183,394 | (8) | 0 | I | See footnote(7) | |||
| Explanation of Responses: |
| 1. On December 29, 2022, pursuant to the Agreement and Plan of Merger, dated September 6, 2022, (as amended from time to time, the "Merger Agreement"), by and among Sitio Royalties Corp ("Sitio"), Sitio Royalties Operating Partnership, LP ("Opco LP"), Snapper Merger Sub I, Inc. ("New Sitio"), Snapper Merger Sub IV, Inc. ("Brigham Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub"), Snapper Merger Sub II, LLC ("Opco Merger Sub"), Brigham Minerals, Inc. ("Brigham"), and Brigham Minerals Holdings, LLC ("Opco LLC"), Sitio acquired Brigham in an all-stock transaction through: (continued in footnote (2)) |
| 2. (continued from footnote (1)) (i) the merger of Brigham Merger Sub with and into Brigham (the "Brigham Merger"), with Brigham surviving the Brigham Merger as a wholly owned subsidiary of New Sitio, (ii) the merger of Sitio Merger Sub with and into Sitio (the "Sitio Merger"), with Sitio surviving the Sitio Merger as a wholly owned subsidiary of New Sitio, and (iii) the merger of Opco Merger Sub LLC with and into Opco LLC (the "Opco Merger," and, together with the Brigham Merger and the Sitio Merger, the "Mergers"), with Opco LLC surviving the Opco Merger as a wholly owned subsidiary of Opco LP, in each case on the terms set forth in the Merger Agreement. As a result of the Mergers, Sitio and Brigham became direct wholly owned subsidiaries of New Sitio. (continued in footnote (3)) |
| 3. (continued from footnote (2)) In addition to the filing of this Form 4 to reflect the disposition of securities by the Reporting Person in connection with the consummation of the Sitio Merger, the Reporting Person will be filing a Form 3 with respect to New Sitio to report the acquisition by such Reporting Person of an equal number of shares of securities in connection with the consummation of the Sitio Merger. |
| 4. Pursuant to the Merger Agreement, effective as of the effective time of the Sitio Merger (the "First Effective Time") and in connection with the consummation of the Sitio Merger, each share of Sitio Class C Common Stock was cancelled and converted into the right to receive one share of New Sitio Class C Common Stock. Each share of Sitio Class C Common Stock had no economic rights but entitled its holder to one vote on all matters to be voted on by shareholders generally. (continued in footnote (5)) |
| 5. (continued from footnote (4)) The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the "Partnership"), as amended to date, 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) generally had the right to cause the Partnership to redeem all or a portion of its OpCo Units (the "Redemption Right") in exchange for shares of Sitio Class A Common Stock on a one-for-one basis or, at the Partnership's election, an equivalent amount of cash. In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of Class C Common Stock would have been cancelled. (continued in footnote (6)) |
| 6. (continued from footnote (5)) Although the Reporting Person retained its OpCo Units following the Mergers, the Redemption Right now entitles the holders of OpCo Units to cause the Partnership to redeem all or a portion of its OpCo Units in exchange for shares of New Sitio Class A Common Stock and a corresponding number of shares of New Sitio Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right had no expiration date. As used herein, the terms "Class A Common Stock" and "Class C Common Stock" refer to (i) Sitio Class A Common Stock and Sitio Class C Common Stock prior to the First Effective Time, respectively, and (ii) New Sitio Class A Common Stock and New Sitio Class C Common Stock following the First Effective Time, respectively, in each case, unless the context requires otherwise. |
| 7. The securities to which this filing relates are held directly by KMF DPM HoldCo, LLC ("KMF HoldCo") and Chambers DPM HoldCo, LLC ("Chambers HoldCo"). 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. |
| 8. Each Allocation Right entitled the Reporting Person to receive one share of Class C Common Stock and one OpCo Unit to the extent any shares of Class C Common Stock and OpCo Units were forfeited by the original holders thereof. Such Class C Common Stock were exchanged on a one-for-one basis in the Mergers, subject to the same transfer restrictions and forfeiture. Following the assumption by New Sitio, Opco Units and shares of New Sitio Class C Common Stock will be issued pursuant to such Allocation Rights solely to the extent a corresponding forfeiture has occurred. |
| Remarks: |
| The Reporting Person may be 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 serves on the board of directors of the Issuer. |
| Kimmeridge Energy Management Company, LLC, By: /s/ Tamar Goldstein, General Counsel | 01/03/2023 | |
| ** 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. | ||