Sec Form 4 Filing - Rock Ridge Royalty Co LLC @ Sitio Royalties Corp. - 2022-10-18

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 Rock Ridge Royalty Co LLC 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 _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) C/O BLACKSTONE INC., 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 10/18/2022 (Street) NEW YORK, NY10154 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 Class C Common Stock 10/18/2022 J( 1 )( 2 ) 12,165,172( 1 )( 2 ) D $ 0( 1 )( 2 ) 0 I See Footnotes( 1 )( 2 )( 3 )( 4 )( 5 )( 6 )

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 ( 7 ) 10/18/2022 J( 1 )( 2 ) 12,165,172 ( 7 ) ( 7 ) Class A Common Stock 12,165,172 $ 0 0 I See Footnotes( 1 )( 2 )( 3 )( 4 )( 5 )( 6 ) Consideration Allocation Rights ( 8 )( 9 ) 10/18/2022 J( 1 )( 2 ) 61,132 ( 8 )( 9 ) ( 8 )( 9 ) Class A Common Stock 61,132 $ 0 0 I Footnotes( 1 )( 2 )( 3 )( 4 )( 5 )( 6 )( 8 )( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rock Ridge Royalty Co LLC C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 Former 10% Owner RRR ENERGY LLC C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY10154 Former 10% Owner Signatures ROCK RIDGE ROYALTY COMPANY LLC, By: /s/ Erik Belz, Name: Erik Belz, Title: Manager 10/20/2022 Signature of Reporting Person Date RRR ENERGY LLC, By: RRR Aggregator LLC, its sole member, By: /s/ Erik Belz, Name: Erik Belz, Title: Vice President and Secretary 10/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 18, 2022, Rock Ridge Royalty Company LLC ("Rock Ridge") distributed 12,165,172 shares of Class C Common Stock ("Class C Common Stock") of Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation) (the "Issuer") and 12,165,172 common units ("Opco Units") in Sitio Royalties Operating Partnership, LP (f/k/a Falcon Minerals Operating Partnership, LP) ("Opco"), and assigned 61,132 consideration allocation rights, in each case, pro rata to its members in connection with a liquidating distribution of Rock Ridge (the "Distribution"). Following the Distribution and a further distribution by RRR Energy LLC, 11,400,218 shares of Class C Common Stock, 11,400,218 Opco Units and 57,288 consideration allocation rights are directly held by RRR Aggregator LLC, the sole member of RRR Energy LLC. ( 2 )(Continued from Footnote 1) The Issuer is the sole managing member of Opco. The Distribution did not represent any change in pecuniary interest in securities of the Issuer for RRR Aggregator LLC or any other persons or entities described in footnotes (3) and (4) below. ( 3 )BX Primexx Topco LLC is the sole member of RRR Aggregator LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. ( 4 )(Continued from Footnote 3) Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA II L.L.C. and BMA VII L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. ( 5 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. ( 6 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose. ( 7 )The terms of the Second Amended and Restated Agreement of Limited Partnership of Opco provide that, subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis or, at Opco's election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date. ( 8 )The Issuer previously granted restricted stock awards, consisting of shares of the Issuer's Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC (the "DPM Members") (the "Restricted Shares"). Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. To the extent that a restricted stock award is forfeited, the shares of Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer. ( 9 )(Continued from Footnote 8) In connection with the foregoing, the Issuer entered into an Assignment and Allocation Agreement, dated as of June 7, 2022, with Rock Ridge and the other DPM Members, pursuant to which the Issuer agreed that it would re-issue to the DPM Members, on a one-for-one basis, shares of Class C Common Stock and Opco Units to the extent Restricted Shares are forfeited by the original holders thereof, with Rock Ridge entitled to receive 19.75% of any such shares re-issued. Following the distribution of the contingent allocation rights reported herein, RRR Aggregator is entitled to receive its pro rata portion of any such shares re-issued.

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