Sec Form 4 Filing - KKR UPSTREAM ASSOCIATES LLC @ Kimbell Royalty Partners, LP - 2018-09-23

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 KKR UPSTREAM ASSOCIATES 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) , 9 WEST 57TH STREET, SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2018 (Street) NEW YORK, NY10019 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 09/23/2018 J( 1 ) 4,599,554 D 0 ( 1 ) I See footnotes ( 1 ) ( 2 ) ( 4 ) ( 5 ) Common units representing limited partner interests 09/23/2018 J( 1 ) 314,005 D 0 ( 1 ) I See footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 )

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 Units ( 1 ) 09/23/2018 J( 1 ) 4,599,554 ( 1 ) ( 1 ) Common units representing limited partner interests 4,599,554 $ 0 4,599,554 I See footnotes ( 1 ) ( 2 ) ( 4 ) ( 5 ) OpCo Units ( 1 ) 09/23/2018 J( 1 ) 314,005 ( 1 ) ( 1 ) Common units representing limited partner interests 314,005 $ 0 314,005 I See footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KKR UPSTREAM ASSOCIATES LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X EIGF AGGREGATOR III LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X TE DRILLING AGGREGATOR LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X EIGF AGGREGATOR LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Energy Income & Growth Fund I L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR Energy Income & Growth Fund I-TE L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR ASSOCIATES EIGF L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR ASSOCIATES EIGF TE L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X KKR EIGF LLC 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY10019 X Signatures KKR UPSTREAM ASSOCIATES LLCBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 09/25/2018 Signature of Reporting Person Date EIGF AGGREGATOR III LLCBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 09/25/2018 Signature of Reporting Person Date TE DRILLING AGGREGATOR LLCBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 09/25/2018 Signature of Reporting Person Date EIGF AGGREGATOR LLCBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 09/25/2018 Signature of Reporting Person Date KKR ENERGY INCOME AND GROWTH FUND I L.P.By: KKR Associates EIGF L.P., its general partnerBy: KKR EIGF LLC, its general partnerBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financ 09/25/2018 Signature of Reporting Person Date KKR ENERGY INCOME AND GROWTH FUND I-TE L.P.By: KKR Associates EIGF TE L.P., its general partnerBy: KKR EIGF LLC, its general partnerBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief 09/25/2018 Signature of Reporting Person Date KKR ASSOCIATES EIGF L.P.By: KKR EIGF LLC, its general partnerBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 09/25/2018 Signature of Reporting Person Date KKR ASSOCIATES EIGF TE L.P.KKR EIGF LLC, its general partnerBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 09/25/2018 Signature of Reporting Person Date KKR EIGF LLCBy: /s/ Terence P. GallagherName: Terence P. GallagherTitle: Attorney-in-fact for William J. Janetschek, Chief Financial Officer 09/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of a Recapitalization Agreement, dated July 24, 2018, the Reporting Persons exchanged all common units representing limited partner interests ("Common Units") of Kimbell Royalty Partners, LP (the "Issuer") owned on a one-for-one basis for "OpCo Units", which represent limited liability company units of Kimbell Royalty Operating, LLC, and an equal number of Class B common units ("Class B Units") of the Issuer. Pursuant to the terms of an Exchange Agreement, dated September 23, 2018, OpCo Units, together with an equal number of Class B Units, are exchangeable on a one-for-one basis for Common Units at the discretion of the holder. ( 2 )These securities are held by EIGF Aggregator III LLC ("EIGF Aggregator III"). EIGF Aggregator LLC ("EIGF Aggregator") is the managing member of EIGF Aggregator III. KKR Energy Income and Growth Fund I L.P. ("KKR Energy Income") is the managing member of EIGF A ggregator. KKR Associates EIGF L.P. ("KKR Associates") is the general partner of KKR Energy Income. ( 3 )These securities are held by TE Drilling Aggregator LLC ("TE Drilling Aggregator"). KKR Energy Income and Growth Fund I-TE L.P. ("KKR Energy Income TE") is the sole member of TE Drilling Aggregator, and KKR Associates EIGF TE L.P. ("KKR Associates TE") is the general partner of KKR Energy Income TE. ( 4 )KKR EIGF LLC ("KKR EIGF") is the general partner of KKR Associates and the general partner of KKR Associates TE. KKR Upstream Associates LLC ("KKR Upstream Associates") is the sole member of KKR EIGF. KKR Fund Holdings L.P. ("KKR Fund Holdings") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates and KKR Fund Holdings is the sole member of KKR Upstream. KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") is a general partner of KKR Fund Holdings. KKR Group Holdings Corp. ("KKR Group Holdings") is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLC ("KKR Management") is the controlling shareholder of KKR & Co. Messrs. Kravis and Roberts are the designated members of KKR Management. ( 5 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks: Because no more than 10 reporting persons can file any one Form4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

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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