Sec Form 4 Filing - KKR Group Partnership L.P. @ Kimbell Royalty Partners, LP - 2020-01-27

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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
KKR Group Partnership L.P.
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)
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2020
(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 01/27/2020 C( 1 )( 2 ) 702,071 A 702,071 I See footnotes ( 3 ) ( 6 ) ( 7 )
Common units representing limited partner interests 01/27/2020 C( 1 )( 4 ) 47,929 A 47,929 I See footnotes ( 5 ) ( 6 ) ( 7 )
Common units representing limited partner interests 01/28/2020 S 702,071 D $ 14.8025 0 I See footnotes ( 3 ) ( 6 ) ( 7 )
Common units representing limited partner interests 01/28/2020 S 47,929 D $ 14.8025 0 I See footnotes ( 5 ) ( 6 ) ( 7 )
Common units representing limited partner interests 01/28/2020 C( 1 )( 2 ) 3,897,483 A 3,897,483 I See footnotes ( 3 ) ( 6 ) ( 7 )
Common units representing limited partner interests 01/28/2020 C( 1 )( 4 ) 266,076 A 266,076 I See footnotes ( 5 ) ( 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
OpCo Units ( 1 ) 01/27/2020 C( 2 ) 702,071 ( 1 ) ( 1 ) Common units representing limited partner interests 702,071 $ 0 3,897,483 I See footnotes ( 3 ) ( 6 ) ( 7 )
OpCo Units ( 1 ) 01/27/2020 C( 4 ) 47,929 ( 1 ) ( 1 ) Common units representing limited partner interests 47,929 $ 0 266,076 I See footnotes ( 5 ) ( 6 ) ( 7 )
OpCo Units ( 1 ) 01/28/2020 C( 2 ) 3,897,483 ( 1 ) ( 1 ) Common units representing limited partner interests 3,897,483 $ 0 0 I See footnotes ( 3 ) ( 6 ) ( 7 )
OpCo Units ( 1 ) 01/28/2020 C( 4 ) 266,076 ( 1 ) ( 1 ) Common units representing limited partner interests 266,076 $ 0 0 I See footnotes ( 5 ) ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KKR Group Partnership L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR Group Holdings Corp.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR & Co. Inc.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KKR Management LLP
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
ROBERTS GEORGE R
2800 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
KKR UPSTREAM LLC
C/O KKR, 9 WEST 57TH STREET, SUITE 4200
NEW YORK, NY10019
X
Signature of Reporting Person
Signatures
KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 01/29/2020
Signature of Reporting Person Date
KKR UPSTREAM LLC By: /s/ David C. Rockecharlie Name: David C. Rockecharlie Title: Vice President 01/29/2020
Date
KKR GROUP HOLDINGS CORP. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 01/29/2020
Signature of Reporting Person Date
KKR & CO. INC. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer 01/29/2020
Signature of Reporting Person Date
KKR MANAGEMENT LLP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 01/29/2020
Signature of Reporting Person Date
HENRY R. KRAVIS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 01/29/2020
Signature of Reporting Person Date
GEORGE R. ROBERTS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 01/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of an Exchange Agreement, dated September 23, 2018, at the request of the holder, each limited liability company unit (an "OpCo Unit") of Kimbell Royalty Operating, LLC ("OpCo"), together with a Class B common unit (a "Class B Unit") of Kimbell Royalty Partners, LP (the "Issuer"), may be redeemed for, at OpCo's election, a newly-issued common unit representing a limited partner interest of the Issuer (a "Common Unit") or the Cash Amount (as defined therein). The OpCo Units do not expire.
( 2 )On January 27, 2020, EIGF Aggregator III LLC ("EIGF Aggregator III") requested that 702,071 OpCo Units and 702,071 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 702,071 Common Units. On January 28, 2020, EIGF Aggregator III requested that 3,897,483 OpCo Units and 3,897,483 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 3,897,483 Common Units.
( 3 )These securities are held by 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 Aggregator. KKR Associates EIGF L.P. ("KKR Associates") is the general partner of KKR Energy Income.
( 4 )On January 27, 2020, TE Drilling Aggregator LLC ("TE Drilling Aggregator") requested that 47,929 OpCo Units and 47,929 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 47,929 Common Units. On January 28, 2020, TE Drilling Aggregator requested that 266,076 OpCo Units and 266,076 Class B Units be redeemed, and OpCo elected to redeem such securities for an aggregate of 266,076 Common Units.
( 5 )These securities are held by 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.
( 6 )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 Group Partnership L.P. ("KKR Group Partnership") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates. KKR Group Partnership is the sole member of KKR Upstream. KKR Group Holdings Corp. ("KKR Group Holdings") is the general partner of KKR Group Partnership. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLP ("KKR Management") is the Class B shareholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management.
( 7 )Each of the persons referred to in the above footnotes are collectively referred to herein as the "Reporting Persons." 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:
Exhibit List: Exhibit 24.1 - Power of Attorney Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

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