| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| SCHEDULE 13D |
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Kimbell Royalty Partners, LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
49435R 102
(CUSIP Number)
Ben J. Fortson
777 Taylor Street, Suite 810
Fort Worth, Texas 76102
(817) 945-9700
with a copy to:
Jason A. Rocha
White & Case LLP
609 Main Street, Suite 2900
Houston, TX 77002
(713) 496-9700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 2021
(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. 49435R 102 |
| 1. | Names of Reporting Persons Ben J. Fortson | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) OO (please see Item 3) | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ | ||||
| 6. | Citizenship or Place of Organization United States of America | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 36,781 (1) | |||
| 8. | Shared Voting Power 182,102 (2) | ||||
| 9. | Sole Dispositive Power 36,781 (1) | ||||
| 10. | Shared Dispositive Power 182,102 (2) | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 218,883 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 0.5% (3) | ||||
| 14. | Type of Reporting Person (See Instructions) IN | ||||
| (1) | Includes (a) 17,341 common units (“Common Units”) representing limited partner interests of Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”) owned directly by the Mattie K. Carter Trust, (b) 7,220 Common Units owned directly by the Fortson Grandchildren’s Trust (FBO Benjamin J. Fortson IV) and (c) 7,220 Common Units owned directly by the Fortson Grandchildren’s Trust (FBO Coleman Carter Fortson). Mr. Fortson serves as the trustee, and has voting and investment power, for each of these trusts. Also includes 5,000 Common Units held by Kimbell GP Holdings, LLC. Mr. Fortson is a member of Double Eagle Interests, LLC, a member of Kimbell GP Holdings, LLC. |
| (2) | Includes (a) 180,801 Common Units owned directly by Mr. Fortson and (b) 1,301 Common Units owned directly by BK GenPar, Inc., a Texas corporation (“BK”). Mr. Fortson and Kay C. Fortson are husband and wife, and may be deemed to share voting and investment power over Common Units beneficially owned by the other person. Mr. Fortson and Kay C. Fortson are the sole directors and officers of BK and, therefore, may be deemed to share voting and investment power over its Common Units. |
| (3) | Based on 42,916,472 Common Units outstanding as of July 30, 2021, which is the most recent date that the Issuer has reported such information. |
| CUSIP No. 49435R 102 | |||||
| 1. | Names of Reporting Persons Kimbell Art Foundation | ||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | ¨ | ||||
| (b) | x | ||||
| 3. | SEC Use Only | ||||
| 4. | Source of Funds (See Instructions) OO (please see Item 3) | ||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | ||||
| 6. | Citizenship or Place of Organization Texas | ||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power 5,135,020 (1) | |||
| 8. | Shared Voting Power 0 | ||||
| 9. | Sole Dispositive Power 5,135,020 (1) | ||||
| 10. | Shared Dispositive Power 0 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 5,135,020 | ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | ||||
| 13. | Percent of Class Represented by Amount in Row (11) 10.7% (2) | ||||
| 14. | Type of Reporting Person (See Instructions) CO | ||||
| (1) | Includes 5,135,020 common units representing limited liability company interests (“OpCo Common Units”) of Kimbell Royalty Operating, LLC, a Delaware limited liability company, which, together with an equal number of Class B common units representing limited partner interests (“Class B Units”) of the Issuer, are exchangeable on a one-for-one basis for Common Units. |
| (2) | Based on 42,916,472 Common Units outstanding as of July 30, 2021, which is the most recent date that the Issuer has reported such information, plus 5,135,020 Common Units that may be received by KAF upon exchange of an equal number of OpCo Common Units and Class B Units. |
This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) originally on February 17, 2017, as amended and restated on September 1, 2017, August 3, 2018, October 4, 2018, November 29, 2018 and December 31, 2018 (together with this Amendment, the “Schedule 13D”), on behalf of Ben J. Fortson and Kimbell Art Foundation, a Texas non-profit corporation (“KAF” and, together with Mr. Fortson, the “Reporting Persons”), with respect to the common units representing limited partner interests (“Common Units”) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”). Mr. Fortson is the Executive Vice President and Chief Investment Officer of KAF and also serves on its Board of Directors.
| Item 2. | Identity and Background |
Item 2(a) of the Schedule 13D is hereby amended by replacing the second paragraph thereof with the following:
“Mr. Fortson is Executive Vice President, Chief Investment Officer and director of KAF. On September 14, 2021, KAF formed a four-person Investment Committee, of which Mr. Fortson will serve as Chair, with authority to manage the investments of KAF, including but not limited to the power to buy, dispose of and vote, or to direct the acquisition, disposition and voting, of investment assets owned by KAF. As a result, Mr. Fortson no longer is deemed to have sole voting and investment power over the securities of the Issuer owned by KAF. Mr. Fortson serves as the trustee for the Mattie K. Carter Trust and, therefore, may be deemed to have voting and investment power over the Common Units owned by the Mattie K. Carter Trust. Mr. Fortson disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein. Mr. Fortson serves as the trustee of the Fortson Grandchildren’s Trusts and, therefore, may be deemed to have voting and investment power over the Common Units owned by the Fortson Grandchildren’s Trusts. Mr. Fortson disclaims beneficial ownership of such Common Units. Mr. Fortson and his wife, Kay C. Fortson, are the sole directors and officers of BK and, therefore, may be deemed to share voting and investment power over its Common Units.”
| Item 5. | Interest in Securities of the Issuer |
Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The ownership percentages set forth in this paragraph (a) of Item 5 are based on 42,916,472 Common Units outstanding as of July 30, 2021, which is the most recent date that the Issuer has reported such information, plus in the case of KAF, 5,135,020 Common Units that may be received by KAF upon exchange of an equal number of OpCo Common Units and Class B Units. If all OpCo Common Units and Class B Units held by KAF and the other unitholders were exchanged for newly issued Common Units, there would be 60,528,051 Common Units outstanding, and KAF would be deemed, in the aggregate, to be the beneficial owner of 8.5% of the outstanding Common Units.
(1) The information set forth in Items 11 and 13 of the cover pages hereto regarding the aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is incorporated herein by reference.
(2) In addition, as of the date of this Schedule 13D, certain of the Covered Individuals, excluding Mr. Fortson, whose information is set forth in paragraph (a)(1) of this Item 5, beneficially own the number and percentage of Common Units set forth in the following table.
| Name | Common Units Beneficially Owned |
Percentage of Class Beneficially Owned | ||
| Kimbell F. Wynne | 174,587(A)(B) | * | ||
| Kay C. Fortson | 182,102(C) | * | ||
| Lisa W. Alcorn | 54,656(D)(E) | * | ||
| Karen F. Davis | 21,660(F) | * | ||
| Lisa F. Burton | 14,563(G)(H) | * | ||
| Kimberly W. Darden | 1,300(I) | * | ||
| Stewart R. Henderson | 2,755 | * | ||
| Edwin S. Ryan | 1,500 | * |
*Less than 1.0% of the class beneficially owned.
| (A) | Kimbell F. Wynne shares voting power and dispositive power with respect to such Common Units with her spouse, Mitch S. Wynne. Mr. Wynne’s present principal occupation is acting as President and owner of Wynne Petroleum Co., manager of MSW Royalties, LLC and director on the Board of the General Partner. Mr. Wynne’s business address is 777 Taylor Street, Suite 810, Fort Worth, Texas 76102, and he is a citizen of the United States of America. During the last five years, to KAF’s knowledge, Mr. Wynne has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (B) | Does not include 40,539 Common Units beneficially owned by Kimbell F. Wynne’s spouse, Mitch S. Wynne. Mrs. Wynne disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein. |
| (C) | Kay C. Fortson shares voting power and dispositive power with respect to such Common Units with her spouse, Ben J. Fortson. |
| (D) | Includes 7,220 Common Units owned directly by Lisa W. Alcorn. Lisa W. Alcorn shares voting power and dispositive power with respect to such Common Units with her spouse, Peter Alcorn. Mr. Alcorn’s present principal occupation is acting as Vice President-Land of the General Partner, and his business address is 777 Taylor Street, Suite 810, Fort Worth, Texas 76102. Mr. Alcorn is a citizen of the United States of America. During the last five years, to KAF’s knowledge, Mr. Alcorn has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (E) | Does not include 530 Common Units or 563 OpCo Common Units beneficially owned by Lisa W. Alcorn’s spouse, Peter Alcorn. Mrs. Alcorn disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein. |
| (F) | Karen F. Davis disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein. |
| (G) | Lisa F. Burton shares voting power and dispositive power with respect to 7,944 of such Common Units with her brother-in-law, Mr. Wynne, and 6,619 of such Common Units with her spouse, William K. Burton. Mr. Burton’s present principal occupation is serving as Executive Vice President of Hillwood, and his business address is 9800 Hillwood Parkway, Suite 300, Fort Worth, Texas 76177. Mr. Burton is a citizen of the United States of America. During the last five years, to KAF’s knowledge, Mr. Burton has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (H) | Does not include 35,497 Common Units beneficially owned by Lisa F. Burton’s spouse, William K. Burton. Mrs. Burton disclaims beneficial ownership of such Common Units, except to the extent of her pecuniary interest therein. |
| (I) | Includes 1,000 Common Units owned directly by Kimberly W. Darden and an aggregate of 300 Common Units owned directly by trusts for which Ms. Darden serves as the trustee, with exclusive voting power and dispositive power. |
| Item 7. | Material to be Filed as Exhibits |
| Exhibit No. | Exhibit Description | |
| 99.1 | Joint Filing Agreement, dated as of February 17, 2017, by and among the Reporting Persons (filed as Exhibit 99.1 to the Reporting Persons’ Schedule 13D filed with the SEC on February 17, 2017 and incorporated herein in its entirety by reference). | |
| 99.2 | Executive Officers and Directors of KAF (filed as Exhibit 99.2 to the Reporting Persons’ Schedule 13D filed with the SEC on August 3, 2018 and incorporated herein in its entirety by reference). | |
| 99.3 | Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and among the Issuer, the General Partner, Kimbell Intermediate GP, LLC, Kimbell Intermediate Holdings, LLC, Kimbell Royalty Holdings, LLC and the other parties named therein (filed as Exhibit 2.1 to the Issuer’s Registration Statement on Form S-1 (File No. 333-215458), as amended, initially filed with the SEC on January 6, 2017 and incorporated herein in its entirety by reference). | |
| 99.4 | Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 7, 2017 and incorporated herein in its entirety by reference). | |
| 99.5 | Form of Restricted Unit Award Agreement under the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on May 11, 2017 and incorporated herein in its entirety by reference). |
| 99.6 | First Amendment to the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan (filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 25, 2018 and incorporated herein in its entirety by reference). | |
| 99.7 | First Amended and Restated Limited Liability Company Agreement of the General Partner, dated as of February 8, 2017 (filed as Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on February 14, 2017 and incorporated herein in its entirety by reference). | |
| 99.8 | Recapitalization Agreement, dated as of July 24, 2018, by and among KAF, the other Exchange Right Holders, the Issuer, the General Partner, the Operating Company and Haymaker Resources, LP (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 27, 2018 and incorporated herein in its entirety by reference). | |
| 99.9 | Exchange Agreement, dated as of September 23, 2018, by and among Haymaker Minerals & Royalties, LLC, EIGF Aggregator III LLC, TE Drilling Aggregator LLC, Haymaker Management, LLC, Kimbell Art Foundation, Kimbell Royalty Partners, LP, Kimbell Royalty GP, LLC and Kimbell Royalty Operating, LLC (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 25, 2018 and incorporated herein in its entirety by reference). | |
| 99.10 | Third Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of September 23, 2018 (filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 25, 2018 and incorporated herein in its entirety by reference). | |
| 99.11 | First Amended and Restated Limited Liability Company Agreement of Kimbell Royalty Operating, LLC, dated as of September 23, 2018 (filed as Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 25, 2018 and incorporated herein in its entirety by reference). | |
| 99.12 | Purchase and Sale Agreement, dated as of November 20, 2018, by and among Rivercrest Capital Partners LP, Kimbell Art Foundation, Cupola Royalty Direct, LLC, Rivercrest Royalties Holdings II, LLC, Kimbell Royalty Partners, LP and Kimbell Royalty Operating, LLC (filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on November 23, 2018 and incorporated herein in its entirety by reference). | |
| 99.13 | Registration Rights Agreement, dated as of December 20, 2018, by and among Rivercrest Capital Partners LP, Kimbell Art Foundation, Cupola Royalty Direct, LLC, Rivercrest Royalties Holdings II, LLC and Kimbell Royalty Partners, LP (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on December 28, 2018 and incorporated herein in its entirety by reference). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| September 20, 2021 | ||||
| (Date) | ||||
| By: | /s/ Ben J. Fortson | |||
| BEN J. FORTSON | ||||
| KIMBELL ART FOUNDATION | ||||
| By: | /s/ Ben J. Fortson | |||
| Name: | Ben J. Fortson | |||
| Title: | Executive Vice President and Chief Investment Officer | |||