Home/Filings/3/0000950142-22-001939

3//SEC Filing

OAKTREE FUND GP I, L.P. 3

Accession 0000950142-22-001939

CIK 0001703785other

View on SEC.gov Company Profile

Filed

Jun 15, 8:00 PM ET

Accepted

Jun 16, 8:25 AM ET

Size

40.1 KB

Accession

0000950142-22-001939

Insider Transaction Report

Form 3

Period: 2022-06-07

Sitio Royalties Corp.STR

Source Energy Partners, LLC

Director10% Owner

Holdings

Class C Common Stock
(indirect: See footnote)
12,935,120
Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)

Oaktree Fund GP, LLC

Director10% Owner

Holdings

Class C Common Stock
(indirect: See footnote)
12,935,120
Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)

OCM Source Holdings, L.P.

Director10% Owner

Holdings

Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)
Class C Common Stock
(indirect: See footnote)
12,935,120
Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)

OAKTREE FUND GP I, L.P.

Director10% Owner

Holdings

Class C Common Stock
(indirect: See footnote)
12,935,120
Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)

OAKTREE HOLDINGS, LLC

Director10% Owner

Holdings

Class C Common Stock
(indirect: See footnote)
12,935,120
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)
Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)

Oaktree Capital Group, LLC

Director10% Owner

Holdings

Class C Common Stock
(indirect: See footnote)
12,935,120
Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)

Oaktree Capital Group Holdings GP, LLC

Director10% Owner

Holdings

Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)
Class C Common Stock
(indirect: See footnote)
12,935,120

Oaktree Capital I, L.P.

Director10% Owner

Holdings

Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)
Class C Common Stock
(indirect: See footnote)
12,935,120
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)

OCM HOLDINGS I, LLC

Director10% Owner

Holdings

Class C Common Stock
(indirect: See footnote)
12,935,120
Sitio Royalties Operating Partnership, LP Units
(indirect: See footnote)
→ Class A Common Stock (12,935,120 underlying)
Allocation Rights
(indirect: See footnote)
→ Class A Common Stock (65,001 underlying)

Footnotes (5)

[F1]Securities issued pursuant to and in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated January 11, 2022, by and among Sitio Royalties Corp., a Delaware corporation (f/k/a Falcon Minerals Corporation, the "Issuer"), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (f/k/a Falcon Minerals Operating Partnership, LP, "Sitio OpCo"), Ferrari Merger Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of Sitio OpCo ("Merger Sub"), and DPM HoldCo, LLC, a Delaware limited liability company ("Desert Peak"), pursuant to which Merger Sub merged with and into Desert Peak (the "Merger"), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of Sitio OpCo.
[F2]Each share of Class C Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio OpCo provide that, subject to certain restrictions contained therein, each holder of common units representing limited partnership interests in Sitio OpCo ("OpCo Units") (other than the Issuer) generally has the right to cause Sitio 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 on a one-for-one basis or, at Sitio OpCo's election, an equivalent amount of cash. In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right have no expiration date.
[F3]In connection with the transactions under the Merger Agreement, certain shares of Class C Common Stock and OpCo Units issued as consideration in the Merger are subject to forfeiture by the holders thereof under certain circumstances. Each Allocation Right refers to the Reporting Person's (as defined below) right to receive one share of Class C Common Stock and one OpCo Unit to the extent any shares of Class C Common Stock and OpCo Units are forfeited by the original holders thereof. Class C Common Stock, OpCo Units or any other class or series of capital stock of the Issuer will be issued pursuant to Allocation Rights solely to the extent a corresponding forfeiture of specified shares of Class C Common Stock and OpCo Units has occurred.
[F4]This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) Source Energy Partners, LLC ("Source Energy") as the direct holder of securities, (ii) OCM Source Holdings, L.P. ("OCM Source"), in its capacity as the sole owner of Series A Units of Source Energy, Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM Source, (iv) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (v) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (vi) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (cont'd in FN5)
[F5](cont'd from FN4) (vii) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I, (viii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings, (ix) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of of OCG, (x) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of OCG and (xi) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

Documents

2 files

Issuer

Sitio Royalties Corp.

CIK 0001703785

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001402746

Filing Metadata

Form type: 3
Filed: Jun 15, 8:00 PM ET
Accepted: Jun 16, 8:25 AM ET
Size: 40.1 KB

View on SEC.gov