UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SITIO
ROYALTIES CORP.
(Name of Issuer)
Class A Common Stock, $0.0001 Par Value
(Title of Class of Securities)
30607B109
(CUSIP Number)
John G. Finley
Blackstone Inc.
345 Park
Avenue
New York, NY 10154
(212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 18, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 30607B109
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|
| 1. |
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NAMES OF REPORTING PERSONS
BX Royal Aggregator LP |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
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|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
8,637,727 |
| |
8. |
|
SHARED VOTING POWER
0 |
| |
9. |
|
SOLE DISPOSITIVE POWER
8,637,727 |
| |
10. |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,637,727 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 40.5% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
CUSIP No. 30607B109
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| 1. |
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NAMES OF REPORTING PERSONS
BCP VI/BEP Holdings Manager L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
8,637,727 |
| |
8. |
|
SHARED VOTING POWER
0 |
| |
9. |
|
SOLE DISPOSITIVE POWER
8,637,727 |
| |
10. |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,637,727 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 40.5% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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| 1. |
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NAMES OF REPORTING PERSONS
Blackstone Energy Management Associates L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
8,637,727 |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
8,637,727 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,637,727 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 40.5% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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| 1. |
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NAMES OF REPORTING PERSONS
Blackstone Management Associates VI L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
8,637,727 |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
8,637,727 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,637,727 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 40.5% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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|
| 1. |
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NAMES OF REPORTING PERSONS
Blackstone EMA L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
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|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
8,637,727 |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
8,637,727 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,637,727 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 40.5% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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| 1. |
|
NAMES OF REPORTING PERSONS
BMA VI L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
8,637,727 |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
8,637,727 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,637,727 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 40.5% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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| 1. |
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NAMES OF REPORTING PERSON
Rock Ridge Royalty Company LLC |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
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|
|
|
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| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
0 |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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| 1. |
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NAMES OF REPORTING PERSON
RRR Energy LLC |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
0 |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
0 |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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|
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|
| 1. |
|
NAMES OF REPORTING PERSON
RRR Aggregator LLC |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
11,400,218 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
11,400,218 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,506(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 47.4% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
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| 1. |
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NAMES OF REPORTING PERSON
BX Primexx Topco LLC |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
11,400,218 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
11,400,218 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,506(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 47.4% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSON
BCP VII/BEP II Holdings Manager L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
11,400,218 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
11,400,218 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,506(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 47.4% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSON
Blackstone Energy Management Associates II L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
11,400,218 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
11,400,218 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,506(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 47.4% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSON
Blackstone Management Associates VII L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
11,457,506(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
11,457,506(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,506(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 47.4% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSON
Blackstone EMA II L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
11,457,506(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
11,457,506(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,506(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 47.4% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSON
BMA VII L.L.C. |
| 2. |
|
Check the appropriate box
if a member of a group (see instructions)
(a) ☐ (b) ☒ |
| 3. |
|
SEC use only
|
| 4. |
|
Source of funds (see
instructions) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
shares beneficially
owned by each
reporting person
with: |
|
7. |
|
SOLE VOTING POWER
0 |
| |
8. |
|
SHARED VOTING POWER
11,457,506(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
0 |
| |
10. |
|
SHARED DISPOSITIVE POWER
11,457,506(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,457,506(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 47.4% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSONS
Blackstone Holdings III L.P. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Quebec,
Canada |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
20,037,945 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
20,037,945 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,095,233(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 61.3% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSONS
Blackstone Holdings III GP L.P. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
20,037,945 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
20,037,945 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,095,233(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 61.3% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSONS
Blackstone Holdings III GP Management L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
20,037,945 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
20,037,945 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,095,233(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 61.3% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSONS
Blackstone Inc. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
20,037,945 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
20,037,945 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,095,233(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 61.3% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) CO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6 |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
20,037,945 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
20,037,945 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,095,233(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 61.3% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
CUSIP No. 30607B109
|
|
|
|
|
|
|
| 1. |
|
NAMES OF REPORTING PERSONS
Stephen A. Schwarzman |
| 2. |
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ |
| 3. |
|
SEC USE ONLY
|
| 4. |
|
SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO |
| 5. |
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |
|
|
|
|
|
|
|
| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
|
7. |
|
SOLE VOTING POWER
20,037,945 |
| |
8. |
|
SHARED VOTING POWER
57,288(1) |
| |
9. |
|
SOLE DISPOSITIVE POWER
20,037,945 |
| |
10. |
|
SHARED DISPOSITIVE POWER
57,288(1) |
|
|
|
|
|
|
|
| 11. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,095,233(1) |
| 12. |
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13. |
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 61.3% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
| (1) |
Includes 57,288 Consideration Allocation Rights which may each be settled for shares of Class C Common
Stock and OpCo Units as described further in Item 4. |
Explanatory Note
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the United
States Securities and Exchange Commission on August 23, 2018 (the “Original Schedule 13D”), as amended by the Amendment No. 1 to the Schedule 13D filed on January 13, 2022, the Amendment No. 2 to the Schedule 13D filed on June
13, 2022, the Amendment No. 3 to the Schedule 13D filed on July 6, 2022 and the Amendment No. 4 to the Schedule 13D filed on September 9, 2022 (the Original Schedule 13D as so amended, the “Schedule 13D”), relating to the
Class A Common Stock of Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation) (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the
Schedule 13D is hereby amended and supplemented as follows:
Information regarding each director and executive officer of Blackstone Inc.
is set forth on the amended and restated Schedule I attached hereto.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) and 5(e) of the Schedule 13D are hereby amended and restated as follows:
(a)-(b) Calculations of the percentage of shares of Class A Common Stock beneficially owned are calculated in accordance with Rule 13d-3 and assume that there are 12,700,770 shares of Class A Common Stock outstanding (based on the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2022), and assuming that any OpCo Units
beneficially owned by the respective Reporting Person have been redeemed for Class A Common Stock.
The aggregate number and
percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Such
amounts include shares of Class A Common Stock that can be acquired by each Reporting Person in exchange for OpCo Units (and the surrender of an equal number of shares of Class C Common Stock) beneficially owned by such Reporting Person,
on a one-for-one basis, pursuant to the terms of the OpCo LPA.
Royal Aggregator is the record holder of 8,637,727 OpCo Units and 8,637,727 shares of Class C Common Stock.
RRR Aggregator LLC is the record holder of 11,400,218 OpCo Units, 11,400,218 shares of Class C Common Stock and 57,288 Consideration
Allocation Rights. In this regard, on October 18, 2022 Rock Ridge distributed 12,165,172 shares of Class C Common Stock and 12,165,172 OpCo Units, and assigned 61,132 Consideration Allocation Rights, in each case, pro rata to its members
in connection with a liquidating distribution, pursuant to which RRR Energy LLC received 11,400,218 OpCo Units, 11,400,218 shares of Class C Common Stock and 57,288 Consideration Allocation Rights which were immediately distributed by RRR
Energy LLC to its sole member, RRR Aggregator LLC.
BCP VI/BEP Holdings Manager L.L.C. is the general partner of Royal Aggregator.
Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of BCP VI/BEP Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C.
BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.
BX Primexx Topco LLC is the sole member of RRR Aggregator
LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager
L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C.
Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BMA VII L.L.C. and Blackstone EMA II
L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of
Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons
(other than Royal Aggregator and RRR Aggregator LLC to the extent each directly holds the securities reported on this Schedule 13D) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such shares of Class A Common Stock and any
assertion or presumption that it or he and the other persons on whose behalf this statement is filed constitute a “group.”
(c) Except as set
forth in this Amendment No. 5, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any other person named in Schedule I, has effected any transaction in Class A Common Stock in the past 60 days.
(e) Rock Ridge and RRR Energy LLC ceased to be the beneficial owners of more than five percent of the outstanding Class A Common Stock on
October 18, 2022.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 20, 2022
|
|
|
| BX Royal Aggregator LP |
|
|
| By: |
|
BCP VI/BEP Holdings Manager L.L.C., its general partner |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| BCP VI/BEP Holdings Manager L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone Energy Management Associates L.L.C. |
|
|
| By: |
|
Blackstone EMA L.L.C., its sole member |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone Management Associates VI L.L.C. |
|
|
| By: |
|
BMA VI L.L.C., its sole member |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
|
|
| Blackstone EMA L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| BMA VI L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Rock Ridge Royalty Company LLC |
|
|
| By: |
|
/s/ Erik Belz |
| Name: |
|
Erik Belz |
| Title: |
|
Manager |
|
| RRR Energy LLC |
|
|
| By: |
|
RRR Aggregator LLC, its sole member |
|
|
| By: |
|
/s/ Erik Belz |
| Name: |
|
Erik Belz |
| Title: |
|
Vice President and Secretary |
|
| RRR Aggregator LLC |
|
|
| By: |
|
/s/ Erik Belz |
| Name: |
|
Erik Belz |
| Title: |
|
Vice President and Secretary |
|
| BX Primexx Topco LLC |
|
|
| By: |
|
/s/ Erik Belz |
| Name: |
|
Erik Belz |
| Title: |
|
Vice President and Secretary |
|
| BCP VII/BEP II Holdings Manager L.L.C. |
|
|
| By: |
|
/s/ Gregory Perez |
| Name: |
|
Gregory Perez |
| Title: |
|
Authorized Signatory |
|
| Blackstone Energy Management Associates II L.L.C. |
|
|
| By: |
|
Blackstone EMA II L.L.C., its sole member |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone EMA II L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
|
|
| Blackstone Management Associates VII L.L.C. |
|
|
| By: |
|
BMA VII L.L.C., its sole member |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| BMA VII L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone Holdings III L.P. |
|
|
| By: |
|
Blackstone Holdings III GP L.P., its general partner |
|
|
| By: |
|
Blackstone Holdings III GP Management L.L.C., its general partner |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone Holdings III GP L.P. |
|
|
| By: |
|
Blackstone Holdings III GP Management L.L.C., its general partner |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone Holdings III GP Management L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone Inc. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Blackstone Group Management L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Authorized Signatory |
|
| Stephen A. Schwarzman |
|
| /s/ Stephen A. Schwarzman |
SCHEDULE I
Executive Officers and Directors of Blackstone Inc.
The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is
c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honourable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen
of New Zealand.
OFFICERS:
|
|
|
| Name |
|
Present Principal Occupation or Employment |
| Stephen A. Schwarzman |
|
Founder, Chairman and Chief Executive Officer of Blackstone Inc. |
|
|
| Jonathan D. Gray |
|
President, Chief Operating Officer of Blackstone Inc. |
|
|
| Michael S. Chae |
|
Chief Financial Officer of Blackstone Inc. |
|
|
| John G. Finley |
|
Chief Legal Officer of Blackstone Inc. |
|
|
| DIRECTORS: |
|
|
|
|
| Name |
|
Present Principal Occupation or Employment |
| Stephen A. Schwarzman |
|
Founder, Chairman and Chief Executive Officer of Blackstone Inc. |
|
|
| Jonathan D. Gray |
|
President, Chief Operating Officer of Blackstone Inc. |
|
|
| Kelly A. Ayotte |
|
Former United States Senator from New Hampshire |
|
|
| Joseph P. Baratta |
|
Global Head of Private Equity at Blackstone Inc. |
|
|
| James W. Breyer |
|
Founder and Chief Executive Officer of Breyer Capital |
|
|
| Reginald J. Brown |
|
Partner for the law firm, Kirkland & Ellis |
|
|
| Sir John Antony Hood |
|
Former President and Chief Executive Officer of the Robertson Foundation and Former Chair of the Rhodes Trust |
|
|
| Rochelle B. Lazarus |
|
Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide |
|
|
| The Right Honourable Brian Mulroney |
|
Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP |
|
|
| William G. Parrett |
|
Retired CEO of Deloitte Touche Tohmatsu and retired Senior Partner of Deloitte (USA) |
|
|
| Ruth Porat |
|
Chief Financial Officer of Alphabet Inc. and Google Inc. |
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