UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| SITIO ROYALTIES CORP. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 82982V101 |
| (CUSIP Number) |
| Todd E. Molz |
| General Counsel, Chief Administrative Officer & Managing Director |
| Oaktree Capital Group Holdings GP, LLC |
| 333 South Grand Avenue, 28th Floor |
| Los Angeles, California 90071 |
| (213) 830-6300 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| December 29, 2022 |
| (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 2 of 15 |
| 1 |
NAME OF REPORTING PERSON
Source Energy Partners, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
OO (See Item 3) |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 3 of 15 |
| 1 |
NAME OF REPORTING PERSON
OCM Source Holdings, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 4 of 15 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Fund GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 5 of 15 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Fund GP I, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 6 of 15 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital I, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 7 of 15 |
| 1 |
NAME OF REPORTING PERSON
OCM Holdings I, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 8 of 15 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Holdings, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 9 of 15 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital Group, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 10 of 15 |
| 1 |
NAME OF REPORTING PERSON
Oaktree Capital Group Holdings GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 11 of 15 |
| 1 |
NAME OF REPORTING PERSON
Brookfield Corporation |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 12 of 15 |
| 1 |
NAME OF REPORTING PERSON
BAM Partners Trust |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
Not applicable |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
| 8 |
SHARED VOTING POWER
0 | |
| 9 |
SOLE DISPOSITIVE POWER
0 | |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
| 14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 13 of 15 |
Explanatory Note
This Amendment No. 2 (the “Amendment”) amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on June 16, 2022 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on September 8, 2022 (the Original Schedule 13D as so amended, the “Schedule 13D”), relating to the Class A Common Stock of Sitio Royalties Corp. (f/k/a Falcon Mineral Corporation) (the "Issuer"). As set forth below, as a result of the transactions described herein, on December 29, 2022 the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer’s securities. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of this Amendment is hereby amended and supplemented to add the following:
On December 29, 2022, pursuant to the terms of the Merger Agreement, the Merger was consummated, pursuant to which, among other things (i) the Issuer’s Class C shareholders received shares of Class C common stock in Snapper Merger Sub I, Inc. which was renamed “Sitio Royalties Corp.” (“New Sitio”), as merger consideration, with the Issuer’s Class C shareholders receiving 12,935,120 shares of Class C common stock in New Sitio, corresponding on a one-for-one basis with the number of shares of Class C common stock held by each such Reporting Person immediately prior to the consummation of the Merger, (ii) the 12,935,120 OpCo Units owned in aggregate by the Reporting Persons are now exchangeable for shares of Class A common stock of New Sitio and (iii) the Voting and Support Agreement was terminated. As a result, the Reporting Persons no longer beneficially own any Class C common stock and the OpCo Units owned by the Reporting Persons are no longer exchangeable for shares of Class A common stock, and with respect to the Allocation Rights, to the extent Restricted Shares are forfeited by the original holders thereof, such rights will be settled in Class C common stock in New Sitio.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) As a result of the consummation of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer nor have sole or shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an “exit” filing for each Reporting Person.
(c) Except as set forth in this Amendment No. 2, none of the Reporting Persons has effected any transaction in Class A common stock in the past 60 days.
(d) Not applicable.
(e) As of December 29, 2022, the Reporting Persons ceased to beneficially own more than 5% of the Issuer’s outstanding Class A common stock.
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 14 of 15 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
DATED: January 3, 2023
| SOURCE ENERGY PARTNERS, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Senior Vice President | |||
| OCM SOURCE HOLDINGS, L.P. | |||
| By: | Oaktree Fund GP, L.P. | ||
| Its: | General Partner | ||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Senior Vice President | |||
| OAKTREE FUND GP, LLC | |||
| By: | Oaktree Fund GP I, L.P. | ||
| Its: | Managing Member | ||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Authorized Signatory | |||
| OAKTREE FUND GP I, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Authorized Signatory | |||
|
CUSIP No. 82982V101 |
SCHEDULE 13D | Page 15 of 15 |
| OAKTREE CAPITAL I, L.P. | |||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Senior Vice President | |||
| OCM HOLDINGS I, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Senior Vice President | |||
| OAKTREE HOLDINGS, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Senior Vice President | |||
| OAKTREE CAPITAL GROUP, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Senior Vice President | |||
| OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | |||
| By: | /s/ Henry Orren | ||
| Name: Henry Orren | |||
| Title: Senior Vice President | |||
| BROOKFIELD CORPORATION | |||
| By: | /s/ Kathy Sarpash | ||
| Name: Kathy Sarpash | |||
| Title: Senior Vice President, Legal & Regulatory | |||
| BAM PARTNERS TRUST | |||
| By: | BAM Class B Partners Inc. | ||
| Its: | Trustee | ||
| By: | /s/ Kathy Sarpash | ||
| Name: Kathy Sarpash | |||
| Title: Secretary | |||