Sec Form 13G Filing - KING LUTHER CAPITAL MANAGEMENT CORP filing for TXO Partners L.P. (TXO) - 2024-02-07

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 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

 

 

TXO Partners, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

87313P103

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

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).

 

 

 


CUSIP No. 87313P103    Page 2 of 6

 

 1.   

 Names of Reporting Persons.

 

 Luther King Capital Management Corporation

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☒

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 Delaware

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

   5.    

 Sole Voting Power

 

 2,591,530

   6.   

 Shared Voting Power

 

 0

   7.   

 Sole Dispositive Power

 

 2,591,530

   8.   

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 2,591,530

10.  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 8.4%

12.  

 Type of Reporting Person (See Instructions)

 

 IA, CO


CUSIP No. 87313P103   Page 3 of 6

 

 1.   

 Names of Reporting Persons.

 

 J. Luther King, Jr.

 2.  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 

 (a) ☐  (b) ☒

 3.  

 SEC Use Only

 

 4.  

 Citizenship or Place of Organization

 

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

   5.    

 Sole Voting Power

 

 3,331,474

   6.   

 Shared Voting Power

 

 0

   7.   

 Sole Dispositive Power

 

 3,331,474

   8.   

 Shared Dispositive Power

 

 0

 9.   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 3,331,474

10.  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):

 

 ☐

11.  

 Percent of Class Represented by Amount in Row (9)

 

 10.8%

12.  

 Type of Reporting Person (See Instructions)

 

 IN


CUSIP No. 87313P103       Page 4 of 6

 

Item 1(a)    Name of Issuer
   TXO Partners, L.P.
Item 1(b)    Address of Issuer’s Principal Executive Offices
   400 West 7th Street
   Fort Worth, Texas 76102
Item 2(a)    Name of Person Filing
   Luther King Capital Management Corporation
   J. Luther King, Jr.
Item 2(b)     Address of Principal Business Offices
   301 Commerce Street, Suite 1600
   Fort Worth, Texas 76102
Item 2(c)    Citizenship
   Luther King Capital Management Corporation – Delaware
   J. Luther King, Jr. – United States
Item 2(d)    Title of Class of Securities
   Common Units
Item 2(e)    CUSIP Number
   87313P103
Item 3    Status of Person Filing
   Not applicable.
Item 4    Ownership
  

(a)   Amount beneficially owned:

  

Luther King Capital Management Corporation – 2,591,530

  

J. Luther King, Jr. – 3,331,474

  

(b)   Percent of class:

  

Luther King Capital Management Corporation – 8.4%

  

J. Luther King, Jr. – 10.8%

  

(c)   Number of shares as to which the person has:

  

(i) Sole power to vote or to direct the vote:

  

Luther King Capital Management Corporation – 2,591,530

  

J. Luther King, Jr. – 3,331,474


  

(ii)  Shared power to vote or to direct the vote: 0

  

(iii)  Sole power to dispose or to direct the disposition of:

  

Luther King Capital Management Corporation – 2,591,530

  

J. Luther King, Jr. – 3,331,474

  

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5    Ownership of Five Percent or Less of a Class
   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
Item 6    Ownership of More than Five Percent on Behalf of Another Person
   Not applicable.
Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   Not applicable.
Item 8    Identification and Classification of Members of the Group
   Not applicable.
Item 9    Notice of Dissolution of Group
   Not applicable.
Item 10    Certification
   Not applicable.


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.

 

Luther King Capital Management Corporation
By:   /s/ J. Luther King, Jr.
  J. Luther King, Jr.
  President
/s/ J. Luther King, Jr.
J. Luther King, Jr.

Dated: February 7, 2024


LIST OF EXHIBITS

 

Exhibit No.

  

Description

1    Joint Filing Agreement