Sec Form 4 Filing - Oaktree Capital Group, LLC @ Sitio Royalties Corp. - 2022-08-17

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Oaktree Capital Group, LLC
2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR]
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)
333 SOUTH GRAND AVENUE, 28TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2022
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 08/17/2022 A 10,431 A $ 0( 1 ) 10,431 I See footnote( 2 )( 3 )
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
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES, CA90071
X X
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, SUITE 300
181 BAY ST. PO BOX 762
TORONTO, A6M5J 2T3
X X
BAM Partners Trust
BROOKFIELD PLACE, SUITE 300
181 BAY ST. PO BOX 762
TORONTO, A6M5J 2T3
X X
Signatures
/s/ See Signatures Included in Exhibit 99.1 08/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents deferred share units ("DSUs") granted to OCM FIE, LLC ("FIE") to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each DSU represents a contingent right to receive one share of Sitio Royalties Corp.'s Class A common stock, par value $0.0001 per share ("Common Stock"). The DSUs will vest in four equal quarterly installments over the one-year period following June 7, 2022, subject to the reporting person's continuous service through each such date. Following vesting, the shares of Common Stock underlying the DSUs will be delivered to the reporting person as soon as administratively practicable following the date that the reporting person's service relationship with the issuer is terminated for any reason. Pursuant to the policies of Oaktree Capital Management L.P. ("OCM LP"), directors of the Issuer who are affiliated with OCM LP hold these securities for the benefit of FIE. OCM LP is the managing member of FIE.
( 2 )This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) FIE, (ii), OCMP LP, (iii) Oaktree Holdings, Ltd. ("Holdings Ltd."), in its capacity as the general partner of OCM LP, (iv) Source Energy Partners, LLC ("Source Energy"), (v) OCM Source Holdings, L.P. ("OCM Source"), in its capacity as the sole owner of Series A Units of Source Energy, (vi) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM Source, (vii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (viii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (ix) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (cont'd in FN3)
( 3 )(cont'd from FN2) (x) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I, (xi) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and sole director of Holdings Ltd., (xii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of of OCG, (xiii) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of OCG and (xiv) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

Remarks:
The Reporting Person may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Allen W. Li, a member of the Board of Managers of the Reporting Person, currently serves on the board of directors of the Issuer. // Form 2 of 2

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