Sec Form 3 Filing - Clark Morris R @ Sitio Royalties Corp. - 2022-12-29

FORM 3 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 Clark Morris R 2. Issuer Name and Ticker or Trading Symbol Sitio Royalties Corp. [ STR] 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) C/O SITIO ROYALTIES CORP., 1401 LAWRENCE STREET, SUITE 1750 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2022 (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 No securities are beneficially owned( 1 )( 2 ) 0 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark Morris R C/O SITIO ROYALTIES COR P. 1401 LAWRENCE STREET, SUITE 1750 DENVER, CO80202 X Signatures /s/ Morris R. Clark, by Brett S. Riesenfeld as Attorney-in-Fact 01/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 29, 2022, pursuant to an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"), dated as of September 6, 2022, by and among Sitio Royalties Corp., a wholly owned subsidiary of Old Sitio (f/k/a Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP, a subsidiary of Old Sitio ("Opco LP"), Brigham Minerals, Inc. ("Brigham"), Brigham Minerals Holdings, LLC, a subsidiary of Brigham ("Opco LLC"), Snapper Merger Sub IV, Inc., a wholly owned subsidiary of the Issuer, Snapper Merger Sub V, Inc., a wholly owned subsidiary of the Issuer, and Snapper Merger Sub II, LLC, a wholly owned subsidiary of Opco LP, Old Sitio acquired Brigham in an all-stock transaction through a series of mergers (the "Transaction"). ( 2 )(Continued from Footnote 1) As a result of the Transaction, Old Sitio and Brigham became direct wholly owned subsidiaries of the Issuer, which was renamed "Sitio Royalties Corp." and Opco LLC became a wholly owned subsidiary of Opco LP. In connection with the consummation of the Transaction, the reporting person was appointed to the board of directors of the Issuer. This report reflects the beneficial ownership of the reporting person at the time of appointment and does not include any securities (if any) to be received by the reporting person upon consummation of the Transaction or otherwise to be received by the reporting person in connection with or immediately following such consummation. The reporting person will file a Form 4 reflecting any acquisition or disposition of the Issuer's securities in connection with the transactions contemplated by the Merger Agreement.

Remarks: See Exhibit 24 - Power of Attorney.No securities are beneficially owned.

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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