Sec Form 4 Filing - Haymaker Minerals & Royalties, LLC @ Kimbell Royalty Partners, LP - 2018-09-23

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 Haymaker Minerals & Royalties, LLC 2. Issuer Name and Ticker or Trading Symbol Kimbell Royalty Partners, LP [ KRP] 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) 5300 MEMORIAL DR, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2018 (Street) HOUSTON, TX77007 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 09/23/2018 J( 1 ) 4,000,000 D $ 0 0 D ( 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 OpCo Common Units ( 4 ) 09/23/2018 J( 1 ) 4,000,000 ( 4 ) ( 4 ) Common Units ( 4 ) ( 4 ) 4,000,000 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Haymaker Minerals & Royalties, LLC 5300 MEMORIAL DR, SUITE 500 HOUSTON, TX77007 X KAYNE ANDERSON CAPITAL ADVISORS LP 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES, CA90067 X KAYNE RICHARD A 1800 AVENUE OF THE STARS, 3RD FLOOR LOS ANGELES, CA90067 X Signatures /s/ Michael O'Neill, Authorized Officer 09/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the effectiveness of the Issuer's Third Amended and Restated Partnership Agreement and pursuant to a Recapitalization Agreement (the "Recapitalization Agreement"), Haymaker Minerals & Royalties, LLC ("Haymaker Minerals") delivered and assigned its 4,000,000 common units in exchange for (i) 4,000,000 newly issued Class B common units (the "Class B Common Unit") representing limited partnership interests in the Issuer and (ii) 4,000,000 newly issued common units (the "OpCo Common Units") in Kimbell Royalty Operating, LLC (the "OpCo"), a wholly owned subsidiary of the Issuer. ( 2 )These shares are owned directly by Haymaker Minerals. Kayne Anderson Capital Advisors, L.P. ("KACALP") is the managing member of the general partner of Kayne Anderson Energy Fund VI LP ("KAEF VI"), a member of Haymaker Minerals holding the right to appoint four of the seven representatives to the board of managers of Haymaker Minerals. The four representatives to the board of managers of Haymaker Minerals appointed by KAEF VI possess the majority vote of the board of managers of Haymaker Minerals. As a result, KACALP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by Haymaker Minerals. Richard A. Kayne ("Mr. Kayne") is the controlling shareholder of Kayne Anderson Investment Management, Inc., the general partner of KACALP. ( 3 )(Continued from footnote 2) Mr. Kayne is also a limited partner of KAEF VI. KACALP disclaims beneficial ownership of the securities owned by Haymaker Minerals in excess of its pecuniary interest therein and this statement shall not be deemed an admission that KACALP is the beneficial owner of the reported Common Units for the purposes of Section 13(d) of the Exchange Act or any other purpose. Mr. Kayne disclaims beneficial ownership of the Common Units reported, except those Common Units held by him or attributable to him by virtue of his limited partner interest in KAEF VI and his indirect interest in the interest of KACALP in KAEF VI. ( 4 )Pursuant to an Exchange Agreement entered into in connection with the Recapitalization Agreement and the effectiveness of the Issuer's Third Amended and Restated Partnership Agreement, each Class B Common Unit and OpCo Common Unit (together, a "Unit"), collectively, are exchangeable, on a one-for-one basis, for common units of the Issuer or, at the OpCo's election, for cash. Upon exchange of a Unit, the corresponding unit of Class B Common Unit and OpCo Common Unit will be redeemed at par value and cancelled. The Class B Common Units and the OpCo Common Units do not have an expiration date.

Remarks: Joint Filer Statement (Previously Filed).

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).

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