Sec Form 4 Filing - Osicka Carrie L. @ Sitio Royalties Corp. - 2022-06-10

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 Osicka Carrie L. 2. Issuer Name and Ticker or Trading Symbol Sitio Royalties Corp. [ STR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1401 LAWRENCE STREET, SUITE 1750 3. Date of Earliest Transaction (MM/DD/YY) 06/10/2022 (Street) DENVER, CO80202 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 Class A Common Stock 06/10/2022 A 26,078 A $ 0( 1 ) 26,078 D Class A Common Stock 06/10/2022 A 19,166 A $ 0( 2 ) 45,244 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 Performance Stock Units ( 3 ) 06/10/2022 A 57,499 ( 3 ) ( 3 ) Class A Common Stock 57,499 $ 0 57,499 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Osicka Carrie L. 1401 LAWRENCE STREET, SUITE 1750 DENVER, CO80202 Chief Financial Officer Signatures /s/ Carrie L. Osicka, by Brett S. Riesenfeld as Attorney-in-Fact 06/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units ("RSUs") granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive one share of the Sitio Royalties Corp.'s Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs will vest on the first anniversary of June 7, 2022, subject to the reporting person's continuous service through such date. ( 2 )Represents RSUs granted to the reporting person pursuant to the LTIP in respect of calendar year 2022 . Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest in equal one-third installments on each of the first three anniversaries of June 7, 2022, subject to the reporting person's continuous service through each vesting date. ( 3 )Represents performance stock units ("PSUs") granted to the reporting person pursuant to the LTIP in respect of calendar year 2022. Each PSU represents the right to receive one share of Common Stock. The PSUs will be eligible to be earned by the reporting person based on achievement with respect to an annualized absolute total shareholder return performance goal over a three-year performance period beginning on June 7, 2022, subject to the reporting person's continuous service through the end of such performance period. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 200% of such target number.

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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