Sec Form 5 Filing - Yorktown Energy Partners X, L.P. @ Kimbell Royalty Partners, LP - 2018-12-31

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FORM 5
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
Yorktown Energy Partners X, L.P.
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 _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See footnote 5
(Last) (First) (Middle)
410 PARK AVENUE, 19TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2018
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 01/25/2019 J( 1 )( 2 )( 5 ) V 770,946.0743 A 770,946.0743 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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
Yorktown Energy Partners X, L.P.
410 PARK AVENUE
19TH FLOOR
NEW YORK, NY10022
See footnote 5
Signatures
Yorktown Energy Partners X, L.P., By: Yorktown X Company LP, its general partner, By: Yorktown X Associates LLC, its general partner, /s/ Bryan H. Lawrence, Manager 02/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a Purchase and Sale Agreement, dated as of November 20, 2018, by and among the Issuer and other parties thereto (the "Agreement"), Rivercrest Royalties Holdings II, LLC, a Delaware limited liability company ("Holdings II"), received an equal number of (i) common units representing limited liability company interests ("Opco Common Units") in Kimbell Royalty Operating, LLC (the "Operating Company"), and (ii) "Class B Units," which are common units representing limited partner interests of the Issuer, in exchange for the sale by Holdings II of all of the limited liability company interests in Rivercrest Royalties II, LLC, a Delaware limited liability company. Pursuant to the terms of the Agreement, Opco Common Units, together with an equal number of Class B Units, were exchangeable on a one-on-one basis for Common Units at the discretion of Holdings II.
( 2 )(Continued from Footnote 1) Also pursuant to the terms of the Agreement, Holdings II was restricted from selling any of its Opco Common Units for a period of 120 days after December 20, 2018, subject to certain limited and specified exceptions. On January 25, 2019, Holdings II exercised its right to exchange its Opco Common Units and an equivalent number of Class B Units for Common Units.
( 3 )Yorktown X is a member of Holdings II and currently owns a majority of the outstanding units in Holdings II. Under the terms of Holdings II's governing agreements Yorktown X has the ability to elect or remove members of the Board of Managers of Holdings II for so long as Yorktown X owns a majority of the outstanding units in Holdings II. Yorktown X, therefore, could appoint a majority of the members of the Board of Managers of Holdings II, which has the power to direct the voting and disposition of shares held by Holdings II.
( 4 )The reporting person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.
( 5 )Reporting shareholder does not currently beneficially own, and has not beneficially owned, directly or indirectly, 10% or more of the Common Units to which this Form 5 relates. The Form 3 initially filed by Reporting Shareholder in respect of such Common Units on December 31, 2018 was filed in error. Reporting shareholder did not have, and currently does not have, a reportable position in such Common Units for purposes of Section 16(a) of the Securities Exchange Act of 1934.

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