Sec Form 4 Filing - MARTIN T SCOTT @ Kimbell Royalty Partners, LP - 2018-12-20

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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
MARTIN T SCOTT
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)
12/20/2018
(Street)
FORT WORTH, TX76102
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 16,819 D
Common units representing limited partner interests 4,268 I See footnote( 1 )
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 ( 2 ) 12/20/2018 J 15,022 ( 2 ) ( 2 ) Common units representing limited partner interests 15,022 ( 3 ) 15,022 I See footnote( 4 )
OpCo Common Units ( 2 ) 12/20/2018 J 88 ( 2 ) ( 2 ) Common units representing limited partner interests 88 ( 5 ) 88 I See footnote( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTIN T SCOTT
777 TAYLOR STREET, SUITE 810
FORT WORTH, TX76102
X
Signatures
/s/ Matthew S. Daly, Attorney-in-Fact 12/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These common units representing limited partner interests ("Common Units") in Kimbell Royalty Partners, LP (the "Issuer") are owned directly by T. Scott Martin Oil & Gas, LLC. The reporting person is the sole member of T. Scott Martin Oil & Gas, LLC.
( 2 )Common units representing limited liability company interests ("OpCo Common Units") in Kimbell Royalty Operating, LLC (the "Operating Company"), together with an equal number of Class B common units representing limited partner interests in the Issuer ("Class B Units"), are exchangeable on a one-for-one basis for Common Units at the discretion of the holder thereof. The Issuer and the Operating Company have the option to deliver cash in lieu of Common Units upon the exercise of the holder's exchange right.
( 3 )Pursuant to the terms of a Purchase and Sale Agreement, dated as of November 20, 2018, by and among the Issuer and the other parties thereto (the "Purchase Agreement"), Rivercrest Capital Partners LP acquired (i) 2,813,179 OpCo Common Units and (ii) 2,813,179 Class B Units, in exchange for certain oil and gas royalty assets of Rivercrest Capital Partners LP with an estimated market value of approximately $46.7 million as of the signing of the Purchase Agreement.
( 4 )These OpCo Common Units are owned directly by Rivercrest Capital Partners LP. The reporting person is a member of Rivercrest Capital Investors LP, a member of Rivercrest Capital Partners LP.
( 5 )Pursuant to the terms of the Purchase Agreement, Cupola Royalty Direct, LLC acquired (i) 263,380 OpCo Common Units and (ii) 263,380 Class B Units, in exchange for certain oil and gas royalty assets of Cupola Royalty Direct, LLC with an estimated market value of approximately $4.4 million as of the signing of the Purchase Agreement.
( 6 )These OpCo Common Units are owned directly by Cupola Royalty Direct, LLC. The reporting person is a member of Rivercrest Cupola LLC, a member of Cupola Royalty Direct, LLC.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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