Sec Form 4 Filing - Duncan Benny D. @ Kimbell Royalty Partners, LP - 2017-08-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Duncan Benny D.
2. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
P.O. BOX 671099
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2017
(Street)
DALLAS, TX75367
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common units representing limited partner interests 08/14/2017 J( 1 ) 206 A $ 0 104,981 ( 2 ) ( 3 ) D ( 4 )
Common units representing limited partner interests 2,856 ( 2 ) ( 3 ) I By children of Mr. Duncan
Common units representing limited partner interests 1,837 ( 5 ) I By GSEF, LLC ( 6 )
Common units representing limited partner interests 3,769 I See footnotes ( 4 ) ( 7 )
Common units representing limited partner interests 168 I See footnotes ( 4 ) ( 8 )
Common units representing limited partner interests 20,053 I See footnotes ( 4 ) ( 9 )
Common units representing limited partner interests 19 I See footnotes ( 4 ) ( 10 )
Common units representing limited partner interests 654 I See footnotes ( 4 ) ( 11 )
Common units representing limited partner interests 26 I See footnotes ( 4 ) ( 12 )
Common units representing limited partner interests 7,386 I See footnotes ( 4 ) ( 13 )
Common units representing limited partner interests 140,624 I See footnotes ( 4 ) ( 14 )
Common units representing limited partner interests 9,913 I See footnotes ( 4 ) ( 15 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Duncan Benny D.
P.O. BOX 671099
DALLAS, TX75367
X X
Signatures
/s/ Benny D. Duncan 08/16/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common units representing limited partner interests (the "Common Units") in Kimbell Royalty Partners, LP (the "Issuer") received in connection with a pro rata distribution by an independent partnership, of which Benny D. Duncan is a limited partner, to its partners.
( 2 )Includes Common Units that were received from each of (i) Bitter End Royalties, LP as a result of a distribution of Common Units by Bitter End Royalties, LP on a pro rata basis to its partners, (ii) Gorda Sound Royalties, L.P. as a result of a distribution of Common Units by Gorda Sound Royalties, L.P. on a pro rata basis to its partners, (iii) Oil Nut Bay Royalties, LP as a result of a distribution of Common Units by Oil Nut Bay Royalties, LP on a pro rata basis to its partners, and (iv) Trunk Bay Royalty Partners, Ltd. as a result of a distribution of Common Units by Trunk Bay Royalty Partners, Ltd. on a pro rata basis to its partners (collectively, the "BVI Distributions").
( 3 )The acquisition of Common Units in each of the BVI Distributions constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units in each of the BVI Distributions from Section 16 of the Exchange Act.
( 4 )This Form 4 is being filed by Mr. Duncan concurrently with another Form 4 filing by Bitter End Royalties, LP, Bitter End, LLC, Eagle Minerals LP, Eagle Management, LLC, Gorda Sound Royalties, L.P., Gorda Sound, LLC, Oil Nut Bay Royalties, LP, Oil Nut Bay, LLC, Trunk Bay Royalty Partners, Ltd. and Trunk Bay, LLC (collectively, the "Entity Filers"). Because the electronic filing system of the Securities and Exchange Commission does not accept CIK and CCC codes from more than ten joint filers of a report, Mr. Duncan and the Entity Filers have filed separate reports that each relate to and report the Common Units described herein and therein.
( 5 )Includes Common Units that were received by GSEF, LLC from Gorda Sound Royalties, L.P. as a result of a distribution of Common Units by Gorda Sound Royalties, L.P. on a pro rata basis to its partners (the "Gorda Sound Distribution"). The acquisition of Common Units by GSEF, LLC in the Gorda Sound Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Common Units by GSEF, LLC in the Gorda Sound Distribution from Section 16 of the Exchange Act.
( 6 )These securities are owned directly by GSEF, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, GSEF, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by GSEF, LLC except to the extent of his pecuniary interest therein.
( 7 )These securities are owned directly by Bitter End Royalties, LP. Bitter End, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Bitter End Royalties, LP. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Bitter End, LLC. Each of the reporting person and Bitter End, LLC disclaims beneficial ownership of the Common Units owned by Bitter End Royalties, LP except to the extent of his and its pecuniary interest therein.
( 8 )These securities are owned directly by Bitter End, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Bitter End, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Bitter End, LLC except to the extent of his pecuniary interest therein.
( 9 )These securities are owned directly by Eagle Minerals LP. Eagle Management, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Eagle Minerals LP. The reporting person is the sole member of, and may be deemed to beneficially own securities owned by, Eagle Management, LLC. Each of the reporting person and Eagle Management, LLC disclaims beneficial ownership of the Common Units owned by Eagle Minerals LP except to the extent of his and its pecuniary interest therein.
( 10 )These securities are owned directly by Gorda Sound Royalties, L.P. Gorda Sound, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Gorda Sound Royalties, L.P. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Gorda Sound, LLC. Each of the reporting person and Gorda Sound, LLC disclaims beneficial ownership of the Common Units owned by Gorda Sound Royalties, L.P. except to the extent of his and its pecuniary interest therein.
( 11 )These securities are owned directly by Gorda Sound, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Gorda Sound, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Gorda Sound, LLC except to the extent of his pecuniary interest therein.
( 12 )These securities are owned directly by Oil Nut Bay Royalties, LP. Oil Nut Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Oil Nut Bay Royalties, LP. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Oil Nut Bay, LLC. Each of the reporting person and Oil Nut Bay, LLC disclaims beneficial ownership of the Common Units owned by Oil Nut Bay Royalties, LP except to the extent of his and its pecuniary interest therein.
( 13 )These securities are owned directly by Oil Nut Bay, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Oil Nut Bay, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Oil Nut Bay, LLC except to the extent of his pecuniary interest therein.
( 14 )These securities are owned directly by Trunk Bay Royalty Partners, Ltd. Trunk Bay, LLC is the general partner of, and may be deemed to beneficially own securities owned by, Trunk Bay Royalty Partners, Ltd. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Trunk Bay, LLC. Each of the reporting person and Trunk Bay, LLC disclaims beneficial ownership of the Common Units owned by Trunk Bay Royalty Partners, Ltd. except to the extent of his and its pecuniary interest therein.
( 15 )These securities are owned directly by Trunk Bay, LLC. The reporting person is the sole manager of, and may be deemed to beneficially own securities owned by, Trunk Bay, LLC. The reporting person disclaims beneficial ownership of the Common Units owned by Trunk Bay, LLC except to the extent of his pecuniary interest therein.

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.