Sec Form 3 Filing - Blackstone Holdings III L.P. @ Viper Energy Partners LP - 2021-10-01

FORM 3 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 Blackstone Holdings III L.P. 2. Issuer Name and Ticker or Trading Symbol Viper Energy Partners LP [ VNOM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BLACKSTONE INC., 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2021 (Street) NEW YORK, NY10154 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 Common Units 2,434,192 I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) Common Units 12,815,808 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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 Blackstone Holdings III L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 X BMA VI L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone EMA II L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Holdings III GP L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Holdings III GP Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Inc 345 PARK AVENUE NEW YORK, NY10154 X Blackstone Group Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 X SCHWARZMAN STEPHEN A C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 X Signatures BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/12/2021 Signature of Reporting Person Date BMA VI L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/12/2021 Signature of Reporting Person Date BLACKSTONE EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/12/2021 Signature of Reporting Person Date BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/12/2021 Signature of Reporting Person Date BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/12/2021 Signature of Reporting Person Date BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/12/2021 Signature of Reporting Person Date BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/12/2021 Signature of Reporting Person Date Stephen A. Schwarzman, By: /s/ Stephen A. Schwarzman, Name: Stephen A. Schwarzman 10/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects common units representing limited partner interests ("Common Units"), of Viper Energy Partners LP (the "Issuer") directly held by Swallowtail Royalties LLC. Guidon Energy Holdings LP is the managing member of Swallowtail Royalties LLC. Guidon Energy Holdings GP LLC is the general partner of Guidon Energy Holdings LP. ( 2 )Reflects Common Units directly held by Swallowtail Royalties II LLC. Swallowtail Royalties Holdings LLC is the managing member of Swallowtail Royalties II LLC. BX Swallowtail Royalties Holding LLC is the managing member of Swallowtail Royalties Holdings LLC. BX Guidon Topco LLC is the managing member of Swallowtail Royalties Holdings LLC. ( 3 )The controlling membership interests of Guidon Energy Holdings GP LLC and BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. ( 4 )(Continued from Footnote 3) The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. ( 5 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. ( 6 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose or that the Reporting Persons are subject to Section 16 of the Exchange Act. ( 7 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

Remarks: On October 1, 2021, the Issuer and its subsidiary Viper Energy Partners LLC ("Viper OpCo" and, together with the Issuer, the "Buyer Parties") completed the acquisition (the "Acquisition") of certain mineral and royalty interests from Swallowtail Royalties LLC and Swallowtail Royalties II LLC (collectively, the "Seller") under the previously reported Purchase and Sale Agreement, dated as of August 6, 2021, by and between the Buyer Parties and the Seller (the "Purchase and Sale Agreement"). The total consideration for the Acquisition consisted of 15.25 million common units representing limited partnership interests in Viper and approximately $225 million in cash.Form 2 of 2

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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