Sec Form 13D Filing - HORIZON KINETICS ASSET MANAGEMENT LLC filing for Texas Pacific Land Corp (TPL) - 2022-02-02

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

(Name of Issuer)

Texas Pacific Land Corporation

(Title of Class of Securities)

Common Stock

(CUSIP Number)

88262P102

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

Jay Kesslen

c/o Horizon Kinetics LLC

470 Park Avenue South

New York, NY 10016

(Date of Event which Requires Filing of this Statement)

January 31, 2022

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).



1.  Names of Reporting Persons.

Horizon Kinetics Asset Management LLC

13-3776334

2.  Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

 

3.  SEC Use Only

4.  Source of Funds

WC

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

6.  Citizenship or Place of Organization

Delaware

 

 

  Number of Shares

  Beneficially

  Owned by

  Each Reporting

  Person With:

 

 

7.  Sole Voting Power

1,515,452

 

8.  Shared Voting Power

 

 

9.  Sole Dispositive Power

  1,515,452

 

10.  Shared Dispositive Power

 

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,515,452

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

☐

13.  Percent of Class Represented by Amount in Row (11)

  19.56

14.  Type of Reporting Person

IA



ITEM 1. SECURITY AND ISSUER

This statement relates to the Common Stock ("Shares") of Texas Pacific Land Corporation ("TPL").  The address of TPL's principal executive office is 1700 Pacific Avenue, Suite 2770, Dallas, Texas 75201.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Horizon Kinetics Asset Management LLC ("Horizon") a Delaware limited liability company and a wholly owned subsidiary of Horizon Kinetics LLC (collectively, "Horizon Kinetics"). Horizon Kinetics maintains a principal business address of 470 Park Avenue South, New York, New York 10016.  Neither Horizon Kinetics nor any of its executive officers have, in the last 5 years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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.

Horizon Kinetics, through its registered investment adviser, Horizon, acts as a discretionary investment manager on behalf of its clients, who maintain beneficial interest in TPL.  In addition, Horizon Kinetics and its principals maintain ownership of TPL by virtue of investments in certain accounts, including proprietary accounts.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Horizon Kinetics has acquired Shares of TPL for investment purposes from time to time for more than twenty years on behalf of both its clients as well as its own interest.  Horizon Kinetics used client assets to purchase Shares on behalf of its clients, and its own working capital to purchase shares for its proprietary accounts, which has included funds deposited by its personnel. 

ITEM 4. PURPOSE OF TRANSACTION

Horizon Kinetics has purchased Shares for investment purposes and may purchase additional shares for the same purpose. 

On January 11, 2021, in accordance with the plan of corporate reorganization approved on March 20, 2020 by the Trustees of Texas Pacific Land Trust (the "Trust") to reorganize the Trust into Texas Pacific Land Corporation ("TPL Corporation"), a wholly owned subsidiary of the Trust, the Trust distributed all of the shares of common stock, par value $0.01, of TPL Corporation to holders of Shares, on a pro rata basis in accordance with their interests in the Trust. In connection therewith, Murray Stahl CEO and CIO of Horizon Kinetics was appointed to the Board as of the same date. Pursuant to the Stockholders' Agreement dated June 11, 2020, Horizon Kinetics has agreed to vote all of their shares of common stock at each annual or special meeting of stockholders (or in any action by written consent of stockholders) of TPL in accordance with the Board's recommendations, subject to certain exceptions (see, https://www.sec.gov/Archives/edgar/data/97517/000121390020014919/ea122864ex10-1_texas.htm)

Horizon Kinetics intends to review their investment in the Shares on a continuing basis. Depending on various factors including, without limitation, TPL's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, Horizon Kinetics may in the future take such actions with respect to their investment in TPL as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Percentages of the Shares outstanding reported are calculated based upon the 7,746,356 Shares outstanding as of November 29, 2021, as reported in Texas Pacific Land Corporation's current Form 8-K for the  period ended December 29, 2021, filed by TPL with the SEC on January 5, 2022.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon, on behalf of its clients, including its proprietary accounts may be found in rows 11 and 13 of the cover page, which is hereby incorporated by reference.

This Schedule 13D does not include approximately 25,348 Shares of TPL held personally by senior portfolio managers of Horizon Kinetics. The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon with respect to its proprietary accounts.  Transactions effected by Horizon in the last 60 days are as listed below.  All sales were the result of a client direction or account limitation, and no sales were made in any proprietary account. 



Name of
Reporting Person

Date of Transaction

Buy/Sale

Aggregate Amount of
Securities

Average Price Per
Share

Horizon Kinetics Asset Management LLC

12/3/2021

BUY

78

1206.43

Horizon Kinetics Asset Management LLC

12/3/2021

SALE

159

1205.66

Horizon Kinetics Asset Management LLC

12/6/2021

BUY

27

1262.10

Horizon Kinetics Asset Management LLC

12/6/2021

SALE

111

1263.61

Horizon Kinetics Asset Management LLC

12/7/2021

BUY

25

1324.68

Horizon Kinetics Asset Management LLC

12/7/2021

SALE

107

1324.51

Horizon Kinetics Asset Management LLC

12/8/2021

BUY

24

1288.16

Horizon Kinetics Asset Management LLC

12/8/2021

SALE

108

1288.57

Horizon Kinetics Asset Management LLC

12/9/2021

BUY

28

1266.34

Horizon Kinetics Asset Management LLC

12/9/2021

SALE

107

1266.34

Horizon Kinetics Asset Management LLC

12/10/2021

BUY

25

1267.45

Horizon Kinetics Asset Management LLC

12/10/2021

SALE

105

1267.96

Horizon Kinetics Asset Management LLC

12/13/2021

BUY

38

1247.73




Horizon Kinetics Asset Management LLC

12/13/2021

SALE

119

1245.48

Horizon Kinetics Asset Management LLC

12/14/2021

BUY

28

1232.05

Horizon Kinetics Asset Management LLC

12/14/2021

SALE

210

1225.10

Horizon Kinetics Asset Management LLC

12/15/2021

BUY

38

1246.49

Horizon Kinetics Asset Management LLC

12/15/2021

SALE

458

1204.75

Horizon Kinetics Asset Management LLC

12/16/2021

BUY

42

1234.50

Horizon Kinetics Asset Management LLC

12/16/2021

SALE

126

1234.50

Horizon Kinetics Asset Management LLC

12/17/2021

BUY

26

1206.73

Horizon Kinetics Asset Management LLC

12/17/2021

SALE

114

1206.73

Horizon Kinetics Asset Management LLC

12/20/2021

BUY

45

1207.94

Horizon Kinetics Asset Management LLC

12/20/2021

SALE

132

1209.94

Horizon Kinetics Asset Management LLC

12/21/2021

BUY

26

1261.37

Horizon Kinetics Asset Management LLC

12/21/2021

SALE

119

1260.11

Horizon Kinetics Asset Management LLC

12/22/2021

BUY

26

1229.80

Horizon Kinetics Asset Management LLC

12/22/2021

SALE

123

1229.80




Horizon Kinetics Asset Management LLC

12/23/2021

BUY

43

1239.57

Horizon Kinetics Asset Management LLC

12/23/2021

SALE

230

1234.32

Horizon Kinetics Asset Management LLC

12/27/2021

BUY

48

1279.41

Horizon Kinetics Asset Management LLC

12/27/2021

SALE

158

1283.58

Horizon Kinetics Asset Management LLC

12/28/2021

BUY

41

1263.21

Horizon Kinetics Asset Management LLC

12/28/2021

SALE

148

1263.21

Horizon Kinetics Asset Management LLC

12/29/2021

BUY

28

1252.60

Horizon Kinetics Asset Management LLC

12/29/2021

SALE

138

1251.91

Horizon Kinetics Asset Management LLC

12/30/2021

BUY

47

1245.98

Horizon Kinetics Asset Management LLC

12/30/2021

SALE

154

1245.98

Horizon Kinetics Asset Management LLC

12/31/2021

BUY

45

1248.87

Horizon Kinetics Asset Management LLC

12/31/2021

SALE

152

1248.87

Horizon Kinetics Asset Management LLC

1/3/2022

BUY

26

1274.14

Horizon Kinetics Asset Management LLC

1/3/2022

SALE

151

1272.44

Horizon Kinetics Asset Management LLC

1/4/2022

BUY

28

1292.11




Horizon Kinetics Asset Management LLC

1/4/2022

SALE

137

1292.97

Horizon Kinetics Asset Management LLC

1/5/2022

BUY

25

1257.09

Horizon Kinetics Asset Management LLC

1/5/2022

SALE

136

1257.09

Horizon Kinetics Asset Management LLC

1/6/2022

BUY

40

1257.91

Horizon Kinetics Asset Management LLC

1/6/2022

SALE

151

1257.91

Horizon Kinetics Asset Management LLC

1/7/2022

BUY

56

1260.10

Horizon Kinetics Asset Management LLC

1/7/2022

SALE

182

1259.55

Horizon Kinetics Asset Management LLC

1/10/2022

BUY

25

1212.95

Horizon Kinetics Asset Management LLC

1/10/2022

SALE

136

1213.07

Horizon Kinetics Asset Management LLC

1/11/2022

BUY

22

1221.60

Horizon Kinetics Asset Management LLC

1/11/2022

SALE

133

1221.60

Horizon Kinetics Asset Management LLC

1/12/2022

BUY

39

1225.84

Horizon Kinetics Asset Management LLC

1/12/2022

SALE

153

1223.29

Horizon Kinetics Asset Management LLC

1/13/2022

BUY

40

1127.88

Horizon Kinetics Asset Management LLC

1/13/2022

SALE

165

1139.16




Horizon Kinetics Asset Management LLC

1/14/2022

BUY

71

1116.95

Horizon Kinetics Asset Management LLC

1/14/2022

SALE

181

1111.28

Horizon Kinetics Asset Management LLC

1/18/2022

BUY

69

1067.33

Horizon Kinetics Asset Management LLC

1/18/2022

SALE

169

1067.40

Horizon Kinetics Asset Management LLC

1/19/2022

BUY

40

1061.52

Horizon Kinetics Asset Management LLC

1/19/2022

SALE

149

1059.46

Horizon Kinetics Asset Management LLC

1/20/2022

BUY

70

1020.91

Horizon Kinetics Asset Management LLC

1/20/2022

SALE

191

1013.38

Horizon Kinetics Asset Management LLC

1/21/2022

BUY

36

1005.77

Horizon Kinetics Asset Management LLC

1/21/2022

SALE

134

1003.35

Horizon Kinetics Asset Management LLC

1/24/2022

BUY

64

1021.20

Horizon Kinetics Asset Management LLC

1/24/2022

SALE

162

1039.27

Horizon Kinetics Asset Management LLC

1/25/2022

BUY

57

1044.76

Horizon Kinetics Asset Management LLC

1/25/2022

SALE

157

1044.45

Horizon Kinetics Asset Management LLC

1/26/2022

BUY

28

1026.32




Horizon Kinetics Asset Management LLC

1/26/2022

SALE

126

1023.92

Horizon Kinetics Asset Management LLC

1/27/2022

BUY

25

1010.95

Horizon Kinetics Asset Management LLC

1/27/2022

SALE

133

1008.67

Horizon Kinetics Asset Management LLC

1/28/2022

BUY

41

1034.2 3

Horizon Kinetics Asset Management LLC

1/28/2022

SALE

139

1034.84

Horizon Kinetics Asset Management LLC

1/31/2022

BUY

45

1067.14

Horizon Kinetics Asset Management LLC

1/31/2022

SALE

139

1075.00

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Pursuant to the Stockholders' Agreement dated June 11, 2020, Horizon Kinetics has agreed to vote all of their shares of common stock at each annual or special meeting of stockholders (or in any action by written consent of stockholders) of TPL in accordance with the Board's recommendations, subject to certain exceptions (see, https://www.sec.gov/Archives/edgar/data/97517/000121390020014919/ea122864ex10-1_texas.htm)

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

There are no materials to be filed as exhibits.


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: February 2, 2022

  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Kinetics LLC
  Horizon Kinetics Asset Management LLC