UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Kimbell Royalty Partners, LP
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(Name of Issuer)
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Common Units Representing Limited Partner Interests
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(Title of Class of Securities)
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49435R 102
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(CUSIP Number)
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July 28, 2021
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 49435R 102
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Page 2 of 14 Pages
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1
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NAME OF REPORTING PERSON
Springbok Energy Partners II Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 49435R 102
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Page 3 of 14 Pages
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1
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NAME OF REPORTING PERSON
NGP XI Mineral Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 49435R 102
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Page 4 of 14 Pages
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1
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NAME OF REPORTING PERSON
NGP XI U.S. Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 49435R 102
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Page 5 of 14 Pages
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1
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NAME OF REPORTING PERSON
NGP XI Holdings GP L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 49435R 102
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Page 6 of 14 Pages
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1
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NAME OF REPORTING PERSON
NGP Natural Resources XI, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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|||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
0
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 49435R 102
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Page 7 of 14 Pages
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1
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NAME OF REPORTING PERSON
GFW Energy XI, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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||
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6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
0
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 49435R 102
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Page 8 of 14 Pages
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1
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NAME OF REPORTING PERSON
GFW XI, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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|||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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||
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6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
0
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
|
|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 49435R 102
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Page 9 of 14 Pages
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1
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NAME OF REPORTING PERSON
NGP Energy Capital Management, L.L.C.
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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||
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6
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SHARED VOTING POWER
0
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
|
8
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SHARED DISPOSITIVE POWER
0
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
|||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
OO
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Item 1.
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(a)
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Name of Issuer:
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Kimbell Royalty Partners, LP (the “Issuer”).
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(b)
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Address of Issuer’s Principal Executive Offices:
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777 Taylor St., Suite 810, Fort Worth, Texas 76102.
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Item 2.
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(a)
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Name of Person Filing:
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This Schedule 13G is being jointly filed on behalf of Springbok Energy Partners II Holdings, LLC, a Delaware limited liability company (“SEP II Holdings”), NGP XI Mineral Holdings, LLC, a Delaware limited liability company (“NGP XI Mineral
Holdings”), NGP XI U.S. Holdings, L.P., a Delaware limited partnership (“NGP XI US Holdings”), NGP XI Holdings GP L.L.C., a Delaware limited liability company (“NGP XI GP”), NGP Natural Resources XI, L.P., a Delaware limited partnership (“NGP
Natural Resources”), GFW Energy XI, L.P., a Delaware limited partnership (“GFW Energy XI”), GFW XI, L.L.C., a Delaware limited liability company (“GFW XI”), and NGP Energy Capital Management, L.L.C., a Delaware limited liability company (“NGP
ECM” and, together with NGP XI Mineral Holdings, NGP XI US Holdings, NGP XI GP, NGP Natural Resources, GFW Energy XI and GFW XI, the “NGP Reporting Persons” and, together with SEP II Holdings, the “Reporting Persons”).
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(b)
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Address of Principal Business Office, or if none, Residence:
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The address of the principal business office of each of the NGP Reporting Persons is 2850 N. Harwood Street, 19th Floor, Dallas, TX 75201.
The address of the principal business office of SEP II Holdings is c/o Springbok Investment Management, LP, 5950 Berkshire Lane, Suite 1250, Dallas, Texas 75225, Attention: Ryan Watts.
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(c)
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Citizenship:
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NGP ECM is organized under the laws of the State of Texas. Each Reporting Person other than NGP ECM is organized under the laws of the State of Delaware.
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(d)
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Title of Class of Securities:
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Common units representing limited partner interests (the “Common Units”).
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(e)
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CUSIP Number:
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49435R 102
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable
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Item 4.
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Ownership.
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The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
SEP II Holdings is governed by an amended and restated limited liability company agreement among SEP II Holdings, NGP XI Mineral Holdings and the other members party thereto (the “SEP II LLC Agreement”). Pursuant to the SEP II LLC
Agreement, NGP XI Mineral Holdings maintains investment and voting power with respect to the securities held by SEP II Holdings.
NGP XI US Holdings is the sole member of NGP XI Mineral Holdings. NGP XI GP is the sole general partner of NGP XI US Holdings. NGP Natural Resources is the sole member of NGP XI GP. GFW Energy XI is the sole general partner of NGP Natural
Resources. GFW XI is the sole general partner of GFW Energy XI and has delegated full power and authority to manage GFW Energy XI to NGP ECM.
Pursuant to Rule 13d-1(d)(k)(1) under the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 99.1 to the Statement on Schedule 13G filed with the Securities and Exchange Commission
on November 5, 2020, each Reporting Person has agreed to file one statement on Schedule 13G, including any amendments thereto
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the Common Units, check the following. ☒
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§ 240.14a-11.
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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.
Dated: September 8, 2021
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SPRINGBOK ENERGY PARTNERS II
HOLDINGS, LLC
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By:
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/s/ Ryan Watts |
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Name:
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Ryan Watts
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Title:
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President and Chief Executive Officer
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NGP XI MINERAL HOLDINGS, LLC
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By:
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/s/ Christopher G. Carter |
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Name:
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Christopher G. Carter
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Title:
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Authorized Person
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NGP XI U.S. HOLDINGS, L.P.
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By:
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NGP XI Holdings GP L.L.C., its general partner
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By:
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/s/ Christopher G. Carter |
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Name:
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Christopher G. Carter
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Title:
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Authorized Person
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NGP XI HOLDINGS GP L.L.C.
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By:
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/s/ Christopher G. Carter |
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Name:
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Christopher G. Carter
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Title:
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Authorized Person
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NGP NATURAL RESOURCES XI, L.P.
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By:
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GFW XI, L.P., its general partner
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By:
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GFW XI, L.L.C., its general partner
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By:
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/s/ Christopher G. Carter |
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Name:
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Christopher G. Carter
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Title:
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Authorized Person
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GFW ENERGY XI, L.P.
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By:
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GFW XI, L.L.C., its general partner
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By:
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/s/ Christopher G. Carter |
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Name:
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Christopher G. Carter
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Title:
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Authorized Person
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GFW XI, L.L.C.
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By:
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/s/ Christopher G. Carter |
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Name:
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Christopher G. Carter
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Title:
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Authorized Person
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NGP ENERGY CAPITAL MANAGEMENT, L.L.C.
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By:
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/s/ Christopher G. Carter |
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Name:
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Christopher G. Carter
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Title:
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Authorized Person
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