Sec Form 4 Filing - Kimmeridge Energy Management Company, LLC @ Sitio Royalties Corp. - 2025-08-19

Insider filing report for Changes in Beneficial Ownership
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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
Kimmeridge Energy Management Company, LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
15 LITTLE WEST 12TH STREET, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/19/2025
(Street)
NEW YORK, NY10014
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 C Common Stock 08/19/2025 D 36,495,520 D 0 I See footnote ( 3 )
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
Sitio Royalties Operating Partnership, LP Units ( 1 ) ( 2 ) 08/19/2025 D 36,495,520 ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 36,495,520 ( 1 ) ( 2 ) 0 I See footnote ( 3 )
Allocation Rights ( 4 ) 08/19/2025 D 183,394 ( 4 ) ( 4 ) Class A Common Stock 183,394 ( 4 ) 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kimmeridge Energy Management Company, LLC
15 LITTLE WEST 12TH STREET
4TH FLOOR
NEW YORK, NY10014
X X
Signatures
Kimmeridge Energy Management Company, LLC, By: /s/ Tamar Goldstein, General Counsel 08/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The closing of Sitio Royalties Corp's ("Sitio") previously announced merger with Viper Energy, Inc., a Delaware corporation occurred on August 19, 2025.
( 2 )In connection with the closing, 36,495,520 Sitio Royalties Operating Partnership, LP Units ("Sitio Opco Units") held by the Kimmeridge Companies (as defined below) were converted into 17,718,574 common units representing limited liability company membership interests in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock, par value $0.000001 per share, of the new holding company resulting from the merger ("New Viper"). In addition, in connection with the closing, 36,495,520 shares of Class C Common Stock held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, the Reporting Person no longer beneficially owns any securities.
( 3 )The securities to which this filing relates were held directly by KMF DPM HoldCo, LLC ("KMF HoldCo") and Chambers DPM HoldCo, LLC ("Chambers HoldCo"). (the "Kimmeridge Companies") Kimmeridge Energy Management Company, LLC, a Delaware limited liability company (the "Reporting Person"), acts as the investment adviser to the parent company of each of KMF HoldCo and Chambers HoldCo. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.
( 4 )Each Allocation Right entitled the Reporting Person to receive one share of Sitio Class C Common Stock and one Sitio Opco Unit to the extent any shares of Sitio Class C Common Stock and Sitio Opco Units were forfeited by the holders thereof. In connection with the closing, the Allocation Rights were cancelled and ceased to exist.

Remarks:
The Reporting Person may be have been deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Noam Lockshin, a member of the Board of Managers of the Reporting Person, currently served on the board of directors of the Issuer.

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