KRP Kimbell Royalty Partners

(1)               Consists of 124,168 common units representing limited partner interests (“Common Units”) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”).

(2)               Based on 23,095,403 Common Units outstanding as of April 23, 2019, as provided to the Yorktown Reporting Persons (as defined below) and Rivercrest Royalties Holdings II, LLC (“Holdings II” and, together with the Yorktown Reporting Persons, the “Reporting Persons”) by the Issuer.

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(1)               Consists of (a) 124,168 Common Units directly owned by Holdings II and (b) 816,293 Common Units directly owned by Yorktown Energy Partners X, L.P., a Delaware limited partnership (“Yorktown”). Yorktown is a member of Holdings II and currently owns a majority of the outstanding units in Holdings II. Under the terms of Holdings II’s governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Holdings II for so long as Yorktown owns a majority of the outstanding units in Holdings II. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Holdings II. Yorktown X Company LP, a Delaware limited partnership (“Yorktown Company”), is the sole general partner of Yorktown. Yorktown X Associates LLC, a Delaware limited liability company (“Yorktown Associates” and together with Yorktown and Yorktown Company, the “Yorktown Reporting Persons”), is the sole general partner of Yorktown Company.

As a result, each of the Yorktown Reporting Persons may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the securities owned by Holdings II. Each of the Yorktown Reporting Persons disclaims beneficial ownership of the securities owned by Holdings II except to the extent of its pecuniary interest therein.

(2)               Based on 23,095,403 Common Units outstanding as of April 23, 2019, as provided to the Reporting Persons by the Issuer.

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(1)               Consists of (a) 124,168 Common Units directly owned by Holdings II and (b) 816,293 Common Units directly owned by Yorktown. Yorktown is a member of Holdings II and currently owns a majority of the outstanding units in Holdings II. Under the terms of Holdings II’s governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Holdings II for so long as Yorktown owns a majority of the outstanding units in Holdings II. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Holdings II. Yorktown Company is the sole general partner of Yorktown. Yorktown Associates is the sole general partner of Yorktown Company. As a result, each of the Yorktown Reporting Persons may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the securities owned by Holdings II. Each of the Yorktown Reporting Persons disclaims beneficial ownership of the securities owned by Holdings II

except to the extent of its pecuniary interest therein.

(2)               Based on 23,095,403 Common Units outstanding as of April 23, 2019, as provided to the Reporting Persons by the Issuer.

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(1)               Consists of (a) 124,168 Common Units directly owned by Holdings II and (b) 816,293 Common Units directly owned by Yorktown. Yorktown is a member of Holdings II and currently owns a majority of the outstanding units in Holdings II. Under the terms of Holdings II’s governing agreements, Yorktown has the ability to elect or remove members of the Board of Managers of Holdings II for so long as Yorktown owns a majority of the outstanding units in Holdings II. Yorktown, therefore, could appoint a majority of the members of the Board of Managers of Holdings II. Yorktown Company is the sole general partner of Yorktown. Yorktown Associates is the sole general partner of Yorktown Company. As a result, each of the Yorktown Reporting Persons may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the securities owned by Holdings II. Each of the Yorktown Reporting Persons disclaims beneficial ownership of the securities owned by Holdings II

except to the extent of its pecuniary interest therein.

(2)               Based on 23,095,403 Common Units outstanding as of April 23, 2019, as provided to the Reporting Persons by the Issuer.

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Preliminary Statement

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D previously filed by Rivercrest Royalties Holdings II, LLC, a Delaware limited liability company (“Holdings II”), Yorktown Energy Partners X, L.P., a Delaware limited partnership (“Yorktown”), Yorktown X Company LP, a Delaware limited partnership (“Yorktown Company”), and Yorktown X Associates LLC, a Delaware limited liability company (“Yorktown Associates” and together with Holdings II, Yorktown and Yorktown Company, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on December 31, 2018, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 14, 2019 (as amended, the “Original Schedule 13D,” and the Original Schedule 13D as amended by this Amendment, the “Schedule 13D”), with respect to common units representing limited partner interests (“Common Units”) of Kimbell Royalty Partners, LP, a Delaware limited partnership (the “Issuer”), issued to Holdings II. Except as otherwise specified in this Amendment, the information contained in the Original Schedule 13D remains in effect. Capitalized terms used herein that are not defined herein have the meanings given to them in the Original Schedule 13D.

As set forth below, as a result of the transactions described herein, the Reporting Persons no longer beneficially own more than five percent of the outstanding Common Units. Consequently, this Amendment constitutes the final amendment to the Schedule 13D and an exit filing for each of the Reporting Persons.

Item 3.    Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following information to the end of Item 3:

“On April 23, 2019, pursuant to a unanimous written consent executed by its Board of Managers, Holdings II distributed 1,117,511 Common Units to its members, on a pro rata basis and for no consideration (the “Distribution”), in accordance with the provisions of its Limited Liability Company Agreement, dated November 19, 2018. Following the Distribution, Holdings II directly owned 124,168 Common Units, representing the Common Units deposited into escrow in connection with the Dropdown, and Yorktown (a) beneficially owned 124,168 Common Units, representing the Common Units held directly by Holdings II, and (b) directly owned 816,293 Common Units received as a result of the Distribution based on its membership interest in Holdings II.”

Item 4.    Purpose of Transaction

Item 4 is hereby amended and restated in its entirety as follows:

“On April 23, 2019, pursuant to a unanimous written consent executed by its Board of Managers, Holdings II completed the Distribution, in accordance with the provisions of its Limited Liability Company Agreement, dated November 19, 2018. Following the Distribution, Holdings II directly owned 124,168 Common Units, representing the Common Units deposited into escrow in connection with the Dropdown, and Yorktown (a) beneficially owned 124,168 Common Units, representing the Common Units held directly by Holdings II, and (b) directly owned 816,293 Common Units received as a result of the Distribution based on its membership interest in Holdings II. Yorktown Company is the sole general partner of Yorktown, and Yorktown Associates is the sole general partner of Yorktown Company. As a result of the Distribution, the Reporting Persons ceased to beneficially own more than five percent of the Common Units or any other securities of the Issuer. Each of the Reporting Persons may make additional purchases of Common Units either in the open market or in private transactions depending on, as applicable, such Reporting Person’s business, prospects and financial condition, the market for the Common Units, general economic conditions, stock market conditions and other future developments.

(a)           None.

(b)           None.

(c)           None.

(d)           None.

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(e)           None.

(f)            None.

(g)           None.

(h)           None.

(i)            None.

(j)            Except as described in this Item 4, the Reporting Persons do not have, as of the date of this Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events specified in paragraphs (a) through (i), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may change their plans or proposals in the future. In determining from time to time whether to sell the Common Units reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Persons will take into consideration such factors as they deem relevant, including the business and prospects of the Issuer, anticipated future developments concerning the Issuer, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Persons. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.”

Item 5.    Interest in Securities of the Issuer

Item 5(a) is hereby amended and restated in its entirety as follows:

“(a)         The information set forth in Items 11 and 13 of the cover pages hereto is incorporated herein by reference. The ownership percentages set forth in Item 13 are calculated pursuant to Rule 13d-3 of the Act and are based on 23,095,403 Common Units outstanding as of April 23, 2019, as provided to the Reporting Persons by the Issuer . See Exhibit 99.2 for the aggregate number of Common Units beneficially owned by the Covered Individuals. Mr. George Wiegers beneficially owns 1.6% of the Common Units, and each of the other Covered Individuals beneficially owns less than one percent of the Common Units. The filing of this Amendment shall not be construed as an admission by any Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, it is the beneficial owner of any securities covered by this Amendment other than securities owned of record by such Reporting Person. Except as indicated in Item 4, this Item 5 or as set forth in Exhibit 99.2, neither the Reporting Persons nor, to the best of their knowledge, any of the Covered Individuals owns beneficially, or has any right to acquire, directly or indirectly, any Common Units.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby supplemented by adding the following paragraphs to the end of Item 6:

“ Amended and Restated Registration Rights Agreement

On March 25, 2019, the Issuer entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with certain of the Sellers and other parties thereto. The Amended and Restated Registration Rights Agreement amended and consolidated the Registration Rights Agreement (described in this Item 6) and the Registration Rights Agreement, dated as of July 12, 2018, by and among the Issuer and certain Exchanging Unitholders, and set forth registration rights of certain additional unitholders of the Issuer. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, the Issuer is obligated to, among other things, prepare a shelf registration statement or an amendment to its existing shelf registration statement, in either event, with respect to the resale of the Common Units issued or issuable upon the exchange of the Opco Common Units and a corresponding number of Class B Units issued in connection with the Dropdown and certain other transactions. On March 21, 2019, the Issuer’s Registration Statement on Form S-3 (File No. 333-229417), filed

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with the SEC pursuant to the Issuer’s obligations to the Sellers under the Amended and Restated Registration Rights Agreement, was declared effective.

References to, and descriptions of, the Amended and Restated Registration Rights Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Amended and Restated Registration Rights Agreement attached hereto as Exhibit 99.14 , which is incorporated in its entirety in this Item 6.”

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

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