Sec Form 5 Filing - Kimbell GP Holdings, LLC @ Kimbell Royalty Partners, LP - 2018-12-31

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 Kimbell GP Holdings, 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) 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) 12/31/2018 (Street) FORT WORTH, TX76102 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 representing limited partner interests 09/19/2018 J 20,000 A 20,000 ( 1 ) ( 2 ) ( 3 ) D Common units representing limited partner interests 09/21/2018 J 10,000 A 30,000 ( 1 ) ( 2 ) ( 3 ) D

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 Kimbell GP Holdings, LLC 777 TAYLOR STREET, SUITE 810 FORT WORTH, TX76102 X Kimbell Royalty GP, LLC 777 TAYLOR STREET, SUITE 810 FORT WORTH, TX76102 X Signatures /s/ Robert D. Ravnaas, as Authorized Signatory of Kimbell GP Holdings, LLC 02/14/2019 Signature of Reporting Person Date /s/ Robert D. Ravnaas, as Authorized Signatory of Kimbell Royalty GP, LLC 02/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These common units representing limited partner interests (the "Common Units") were contributed to Kimbell GP Holdings, LLC ("Holdings") in connection with the previously announced recapitalization of Kimbell Royalty Partners, LP (the "Issuer") related to the Issuer's decision to change its U.S. federal income tax status from a pass-through partnership to an entity taxable as a corporation by means of a "check-the-box" election. Such Common Units include (i) 5,000 Common Units contributed by Ben J. Fortson, (ii) 5,000 Common Units contributed by Mitch S. Wynne and (iii) 10,000 Common Units contributed by Robert D. Ravnaas, each on September 19, 2018, and (iv) 10,000 Common Units contributed by BGT Minerals, LLC on September 21, 2018. ( 2 )Holdings is the sole member of Kimbell Royalty GP, LLC (the "General Partner"), which is the general partner of the Issuer. Holdings has the right to appoint all of the directors of the Board of Directors of the General Partner. Therefore, Holdings may be deemed to be a director by deputization. ( 3 )The General Partner disclaims Section 16 beneficial ownership of the securities held by Holdings, except to the extent of its pecuniary interest therein, if any.

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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