Sec Form 4/A Filing - Taylor Brett G. @ Kimbell Royalty Partners, LP - 2017-02-08

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FORM 4/A
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
Taylor Brett G.
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
777 TAYLOR STREET, SUITE 810
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2017
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
02/09/2017
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 ) 37,546 A 37,546 I See footnotes ( 2 ) ( 3 )
Common units representing limited partner interests 02/08/2017 P( 1 ) 7,582 A 7,582 I See footnotes ( 4 ) ( 5 )
Common units representing limited partner interests 02/08/2017 P( 1 ) 453 A 453 I See footnotes ( 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
Taylor Brett G.
777 TAYLOR STREET, SUITE 810
FORT WORTH, TX76102
X
Signatures
/s/ Matthew S. Daly, Attorney-in-Fact 08/18/2017
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 and the other parties thereto (the "Contribution Agreement").
( 2 )These Common Units are beneficially owned by BGT Royalty Partners, LP. The reporting person is the sole member of BGT Minerals, LLC, a limited partner of BGT Royalty Partners, LP.
( 3 )6,070 of these Common Units were inadvertently omitted from the reporting person's original Form 4 and from the reporting person's subsequently filed Forms 4 due to a miscalculation of the limited partner interest of BGT Minerals, LLC in BGT Royalty Partners, LP.
( 4 )These Common Units are beneficially owned by Trinity Minerals. Such Common Units represent the amount of consideration received by Trinity Minerals that is attributable to Brett G. Taylor Royalty Trust's participation interest in certain of the assets contributed by Trinity Minerals, the title holder of such assets, to the Issuer pursuant to the Contribution Agreement. The reporting person is the sole trustee and sole beneficiary of Brett G. Taylor Royalty Trust.
( 5 )6,861 of these Common Units were inadvertently omitted from the reporting person's original Form 4 and from the reporting person's subsequently filed Forms 4 due to an error in calculating the number of Common Units received by Trinity Minerals in connection with the closing of the initial public offering of the Issuer that were attributable to Brett G. Taylor Royalty Trust's participation interest in certain of the assets contributed by Trinity Minerals to the Issuer pursuant to the Contribution Agreement.
( 6 )These Common Units are beneficially owned by RCPTX Holdings Genpar, LLC. The reporting person is the sole member of BGT Minerals, LLC, a limited partner of BGT Royalty Partners, LP, the sole member of RCPTX Holdings Genpar, LLC.
( 7 )73 of these Common Units were inadvertently omitted from the reporting person's original Form 4 and from the reporting person's subsequently filed Forms 4 due to a miscalculation of the limited partner interest of BGT Minerals, LLC in BGT Royalty Partners, LP.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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