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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Haymaker Minerals & Royalties, LLC
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)

811 MAIN STREET, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

4/10/2019
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/10/2019     C (1)    3600000   A   (1) 3600000   D   (2) (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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     (4) 4/10/2019     C   (1)       3600000      (4)   (4) Common Units representing limited partner interests     (4) $0.00   400000   (4) D   (2) (3)  

Explanation of Responses:
(1)  On April 10, 2019, 3,600,000 units ("OpCo Units") in Kimbell Royalty Operating, LLC (the "OpCo") and the corresponding KRP Class B units were exchanged, on a one-for-one basis, for KRP common units representing limited partner interests. Upon receipt of the notice of redemption, the Issuer elected to issue KRP common units rather than paying in cash. 400,000 OpCo Units remain subject to an Escrow Agreement and will be released on July 12, 2019 assuming Haymaker Minerals & Royalties, LLC will have no indemnification obligations under its May 28, 2018 purchase agreement with KRP.
(2)  These shares are owned directly by Haymaker Minerals. Kayne Anderson Capital Advisors, L.P. ("KACALP") is the managing member of the general partner of Kayne Anderson Energy Fund VI LP ("KAEF VI"), a member of Haymaker Minerals holding the right to appoint four of the seven representatives to the board of managers of Haymaker Minerals. The four representatives to the board of managers of Haymaker Minerals appointed by KAEF VI possess the majority vote of the board of managers of Haymaker Minerals. As a result, KACALP may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the Common Units owned by Haymaker Minerals. Richard A. Kayne ("Mr. Kayne") is the controlling shareholder of Kayne Anderson Investment Management, Inc., the general partner of KACALP.
(3)  (Continued from footnote 2) Mr. Kayne is also a limited partner of KAEF VI. KACALP disclaims beneficial ownership of the securities owned by Haymaker Minerals in excess of its pecuniary interest therein and this statement shall not be deemed an admission that KACALP is the beneficial owner of the reported Common Units for the purposes of Section 13(d) of the Exchange Act or any other purpose. Mr. Kayne disclaims beneficial ownership of the Common Units reported, except those Common Units held by him or attributable to him by virtue of his limited partner interest in KAEF VI and his indirect interest in the interest of KACALP in KAEF VI.
(4)  Pursuant to an Exchange Agreement, each Class B Common Unit and OpCo Common Unit (together, a "Unit"), collectively, is exchangeable, on a one-for-one basis, for common units of the Issuer or, at the OpCo's election, for cash. Upon exchange of a Unit, the corresponding unit of Class B Common Unit and OpCo Common Unit will be redeemed at par value and cancelled. The Class B Common Units and the OpCo Common Units do not have an expiration date.

Remarks:
Joint Filer Statement (Previously Filed).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Haymaker Minerals & Royalties, LLC
811 MAIN STREET, 14TH FLOOR
HOUSTON, TX 77002

X

KAYNE ANDERSON CAPITAL ADVISORS LP
1800 AVENUE OF THE STARS, 3RD FLOOR
LOS ANGELES, CA 90067

X

KAYNE RICHARD A
1800 AVENUE OF THE STARS, 3RD FLOOR
LOS ANGELES, CA 90067

X


Signatures
/s/ Michael O'Neill, Authorized Officer 4/12/2019
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Kimbell Royalty Partners (NYSE:KRP)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Kimbell Royalty Partners Charts.
Kimbell Royalty Partners (NYSE:KRP)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Kimbell Royalty Partners Charts.