Sec Form 5 Filing - Double Eagle Interests, LLC @ Kimbell Royalty Partners, LP - 2018-12-31

Insider filing report for Changes in Beneficial Ownership
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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
Double Eagle Interests, 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)
306 WEST 7TH STREET #901
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)
__ 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 09/19/2018 J 10,000 A 10,000 I See footnote ( 1 ) ( 2 )
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
Double Eagle Interests, LLC
306 WEST 7TH STREET #901
FORT WORTH, TX76102
X
Signatures
/s/ Mitch S. Wynne, as Authorized Signatory of Double Eagle Interests, LLC 02/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These common units representing limited partner interests (the "Common Units") are owned directly by Kimbell GP Holdings, LLC ("Holdings"). The reporting person holds a 33.33% membership interest in Holdings, which is the sole member of Kimbell Royalty GP, LLC (the "General Partner"), which is the general partner of Kimbell Royalty Partners, LP (the "Issuer"). As a holder of a membership interest in Holdings, the reporting person is deemed to beneficially own the Common Units reported herein. Previously, these Common Units were reported as being held directly by Ben J. Fortson and Mitch S. Wynne. On September 19, 2018, the Common Units were assigned by such individuals to Holdings in connection with the previously announced recapitalization of 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.
( 2 )Holdings has the right to appoint all of the directors of the Board of Directors of the General Partner. Therefore, the reporting person may be deemed to be a director by deputization. The reporting person disclaims its possible status as a director of the Issuer by deputization.

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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