Sec Form 4 Filing - Duncan Benny D. @ Kimbell Royalty Partners, LP - 2017-02-08

Insider filing report for Changes in Beneficial Ownership
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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
Duncan Benny D.
2. Issuer Name and Ticker or Trading Symbol
Kimbell Royalty Partners, LP [ KRP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
P.O. BOX 671099
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2017
(Street)
DALLAS, TX75367
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 representing limited partner interests 02/08/2017 P( 1 ) 18,709 A 18,709 I See footnotes ( 2 ) ( 3 )
Common units representing limited partner interests 02/08/2017 P( 1 ) 20,053 A 20,053 I See footnotes ( 2 ) ( 4 )
Common units representing limited partner interests 02/08/2017 P( 1 ) 122,472 A 122,472 I See footnotes ( 2 ) ( 5 )
Common units representing limited partner interests 02/08/2017 P( 1 ) 738,610 A 738,610 I See footnotes ( 2 ) ( 6 )
Common units representing limited partner interests 02/08/2017 P( 1 ) 1,050,889 A 1,050,889 I See footnotes ( 2 ) ( 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
Duncan Benny D.
P.O. BOX 671099
DALLAS, TX75367
X X
Signatures
/s/ Benny D. Duncan 02/09/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Such common units representing limited partner interests (the "Common Units") in Kimbell Royalty Partners, LP (the "Issuer") were received in connection with the closing of the initial public offering of the Common Units in exchange for the contribution of certain assets to the Issuer, pursuant to that certain Contribution, Conveyance, Assignment and Assumption Agreement, dated as of December 20, 2016, by and between the Issuer, Bitter End, LLC, Bitter End Royalties, LP, Eagle Management, LLC, Eagle Minerals LP, Gorda Sound, LLC, Gorda Sound Royalties, L.P., Oil Nut Bay, LLC, Oil Nut Bay Royalties, LP, Trunk Bay, LLC, Trunk Bay Royalty Partners, Ltd. and the other parties thereto.
( 2 )This Form 4 is being filed concurrently with a certain Form 3 filing by Bitter End Royalties, LP, Bitter End, LLC, Eagle Minerals LP, Eagle Management, LLC, Gorda Sound Royalties, L.P., Gorda Sound, LLC, Oil Nut Bay Royalties, LP, Oil Nut Bay, LLC, Trunk Bay Royalty Partners, Ltd. and Trunk Bay, LLC (collectively, the "Entity Filers"). Because the electronic filing system of the Securities and Exchange Commission does not accept CIK and CCC codes from more than ten joint filers of a report, Benny D. Duncan and the Entity Filers have filed separate reports that each relate to the transaction described in footnote 1.
( 3 )These securities are owned directly by Bitter End Royalties, LP. The reporting person is the sole manager of Bitter End, LLC, the general partner of Bitter End Royalties, LP. Each of the reporting person and Bitter End, LLC disclaims beneficial ownership of the Common Units owned by Bitter End Royalties, LP except to the extent of his and its pecuniary interest therein.
( 4 )These securities are owned directly by Eagle Minerals LP. The reporting person is the sole member of Eagle Management, LLC, the general partner of Eagle Minerals LP. Each of the reporting person and Eagle Management, LLC disclaims beneficial ownership of the Common Units owned by Eagle Minerals LP except to the extent of his and its pecuniary interest therein.
( 5 )These securities are owned directly by Gorda Sound Royalties, L.P. The reporting person is the sole manager of Gorda Sound, LLC, the general partner of Gorda Sound Royalties, L.P. Each of the reporting person and Gorda Sound, LLC disclaims beneficial ownership of the Common Units owned by Gorda Sound Royalties, L.P. except to the extent of his and its pecuniary interest therein.
( 6 )These securities are owned directly by Oil Nut Bay Royalties, LP. The reporting person is the sole manager of Oil Nut Bay, LLC, the general partner of Oil Nut Bay Royalties, LP. Each of the reporting person and Oil Nut Bay, LLC disclaims beneficial ownership of the Common Units owned by Oil Nut Bay Royalties, LP except to the extent of his and its pecuniary interest therein.
( 7 )These securities are owned directly by Trunk Bay Royalty Partners, Ltd. The reporting person is the sole manager of Trunk Bay, LLC, the general partner of Trunk Bay Royalty Partners, Ltd. Each of the reporting person and Trunk Bay, LLC disclaims beneficial ownership of the Common Units owned by Trunk Bay Royalty Partners, Ltd. except to the extent of his and its pecuniary interest therein.

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