Amended Statement of Beneficial Ownership (sc 13d/a)
December 29 2022 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
December 29, 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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|
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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
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) 0.0% |
| 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
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) 0.0% |
| 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. |
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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) 0.0% |
| 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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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| 1. |
|
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 |
|
|
|
|
|
|
|
| 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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
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| 1. |
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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
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) 0.0% |
| 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 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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
CUSIP No. 30607B109
|
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|
|
|
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|
| 1. |
|
NAMES OF REPORTING PERSON
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) CO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) OO |
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
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) 0.0% |
| 14. |
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) IN |
Explanatory Note
This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) 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, the Amendment No. 4 to the Schedule 13D filed on September 9, 2022 and the Amendment No. 5 to the Schedule 13D filed on October 20, 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”). As set forth below, as a result of the transactions described
herein, on December 29, 2022 the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuer’s securities. The filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and
constitutes an exit filing for the Reporting Persons. Capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings ascribed to them in the Schedule 13D.
| Items 4. |
Purpose of Transaction. |
Items 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:
Consummation of the Merger
On December 29,
2022, pursuant to the terms of the Merger Agreement, the Merger was consummated, pursuant to which, among other things (i) the Issuer’s Class C shareholders (including Royal Aggregator and RRR Aggregator LLC) received shares of
Class C common stock in Snapper Merger Sub I, Inc., which was renamed “Sitio Royalties Corp.” (“New Sitio”), as merger consideration, with Royal Aggregator and RRR Aggregator LLC receiving 8,637,727 and 11,400,218 shares of
Class C common Stock in New Sitio, corresponding on a one-for-one basis with the number of shares of Class C Common Stock held by each such Reporting Person
immediately prior to the consummation of the Merger, (ii) the 20,037,945 OpCo Units owned in aggregate by the Reporting Persons are now exchangeable for shares of Class A common stock of New Sitio and (iii) the Voting and Support
Agreement was terminated. As a result, the Reporting Persons no longer beneficially own any Class C Common Stock and the OpCo Units owned by the Reporting Persons are no longer exchangeable for shares of Class A Common Stock, and with
respect to the Consideration Allocation Rights, to the extent Restricted Shares are forfeited by the original holders thereof, such rights will be settled in Class C common stock in New Sitio.
| Items 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) As a result of the consummation of the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer nor have sole or
shared power to vote, direct the vote, dispose or direct the disposition with respect to any securities of the Issuer, and the filing of this Amendment No. 6 represents the final amendment to the Schedule 13D and constitutes an “exit”
filing for each Reporting Person.
(c) Except as set forth in this Amendment No. 6, none of the Reporting Persons has effected any transaction in
Class A Common Stock in the past 60 days.
(d) Not applicable.
(e) As of December 29, 2022, the Reporting Persons ceased to beneficially own more than 5% of the Issuer’s outstanding Class A Common Stock.
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: December 29, 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 |
|
| RRR Aggregator LLC |
|
|
| By: |
|
/s/ Gregory Perez |
| Name: |
|
Gregory Perez |
| Title: |
|
Vice President and Treasurer |
|
| BX Primexx Topco LLC |
|
|
| By: |
|
/s/ Brijesh Kalaria |
| Name: |
|
Brijesh Kalaria |
| Title: |
|
Vice President |
|
| 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: |
|
Senior Managing Director |
|
| 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: |
|
Senior Managing Director |
|
| Blackstone Holdings III GP Management L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Senior Managing Director |
|
| Blackstone Inc. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Senior Managing Director |
|
| Blackstone Group Management L.L.C. |
|
|
| By: |
|
/s/ Tabea Hsi |
| Name: |
|
Tabea Hsi |
| Title: |
|
Senior Managing Director |
|
| Stephen A. Schwarzman |
|
| /s/ Stephen A. Schwarzman |
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