SEC Form SC 13D/A filed by PermRock Royalty Trust (Amendment)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(with a copy to)
Stephen W. Grant, Jr.
Haynes and Boone, LLP
1221 McKinney Street, Suite 4000
Houston, Texas 77010
(713) 547-2000

(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 §240.13d-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).

 

 

*              Percentage of class calculated based on 12,165,732 total outstanding trust units representing beneficial interests (the “Trust Units”) in PermRock Royalty Trust, a Delaware statutory trust (the “Issuer”), as of May 16, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2022.

 

 

 

 

*              As further described in Item 5, Marshall Eves may be deemed to beneficially own the Trust Units of the Issuer that are held by Boaz Energy II, LLC and Karan Eves.

**           Percentage of class calculated based on 12,165,732 total outstanding Trust Units as of May 16, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022.

 

 

*              As further described in Item 5, Karan Eves may be deemed to beneficially own the Trust Units of the Issuer that are held by Boaz Energy II, LLC and Marshall Eves.

**           Percentage of class calculated based on 12,165,732 total outstanding Trust Units as of May 16, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022.

 

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Schedule 13D Amendment No. 2”) amends the information provided in the Statement on Schedule 13D filed on May 14, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed on February 4, 2021 (and with the Original Schedule 13D, as amended by this Schedule 13D Amendment No. 2, the “Schedule 13D”). This Schedule 13D Amendment No. 2 amends the information disclosed in the Schedule 13D as set forth herein.  Except as otherwise specified in this Schedule 13D Amendment No. 2, all items left blank remain unchanged in all material respects. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

Responses to each item of this Schedule 13D Amendment No. 2 are incorporated by reference into the response to each other item, as applicable.

Item 5.           Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated by reference in Items 2, 3, 4, 6 and Schedule I of this Schedule 13D are hereby incorporated herein by reference.

(a)-(b)     (i)    Boaz Energy is the sole record and beneficial owner of 5,756,675 Trust Units, which represents 47.3% of the outstanding Trust Units (based on 12,165,732 total outstanding Trust Units as of May 16, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022). The Listed Persons set forth on Schedule I with respect to Boaz Energy may be deemed to beneficially own the Trust Units for which Boaz Energy is the sole record and beneficial owner.

(ii)   Each of Marshall Eves and Karan Eves directly owns 4,400 Trust Units. By virtue of being married, each of Marshall Eves and Karan Eves may be deemed to indirectly beneficially own the Trust Units directly held by the other. By virtue of each owning 34.24% of the limited liability company interests in, and serving as a manager of, Boaz Energy, each of Marshall Eves and Karan Eves may be deemed to indirectly beneficially own the Trust Units held by Boaz Energy. As a result, each of Marshall Eves and Karan Eves may be deemed to beneficially own 5,765,475 Trust Units, which represents 47.4% of the outstanding Trust Units (based on 12,165,732 total outstanding Trust Units as of May 16, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 16, 2022).  Each of Marshall Eves and Karan Eves disclaims beneficial ownership of these Trust Units they may be deemed to indirectly beneficially own except to the extent of his or her pecuniary interest therein. Each of Marshall Eves and Karan Eves may be deemed to share voting and dispositive power over the reported Trust Units and therefore may also be deemed to be the beneficial owner of the Trust Units.

(c)   The following table sets forth the transactions effected by the Reporting Persons in the Trust Units within the past 60 days. All transactions listed below were effected as open market sales pursuant to a 10b5-1 trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.

 

 

(d)   Boaz Energy has the right to receive distributions from, and the proceeds from the sale of, the respective Trust Units reported by Boaz Energy on the cover page of this Schedule 13D and in this Item 5. See Schedule I for the information applicable to the Listed Persons. Except for the foregoing, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Trust Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons.

(e)   Inapplicable.

 

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.

Date: June 28, 2022

BOAZ ENERGY II, LLC

 

 

By:         /s/ Marshall Eves                                                                

Name:    Marshall Eves

Title:       Chief Executive Officer

 

 

 

By:         /s/ Marshall Eves                                                                

Name:    Marshall Eves

 

 

 

By:         /s/ Karan Eves                                                                     

Name:    Karan Eves