Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
TEXAS PACIFIC LAND CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
88262P102
(CUSIP Number)
Jay Kesslen
c/o Horizon Kinetics LLC
470 Park Avenue South
New York, NY 10016
646-867-1176
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 5, 2024
(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).
| 1 | Name of Reporting Persons Horizon Kinetics Asset Management LLC |
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| 2 | Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☐ |
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| 3 | SEC Use Only |
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| 4 | Source of Funds WC |
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| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐ |
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| 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 1,281,215 |
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| 8 | Shared Voting Power |
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| 9 | Sole Dispositive Power 1,281,215 |
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| 10 | Shared Dispositive Power |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,281,215 |
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
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| 13 | Percent of Class Represented by Amount in Row (11) 16.69% |
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| 14 | Type of Reporting Person IA |
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| 1 | Name of Reporting Persons Horizon Kinetics LLC1 |
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| 2 | Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☐ |
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| 3 | SEC Use Only |
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| 4 | Source of Funds AF |
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| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐ |
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| 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 1,281,215 |
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| 8 | Shared Voting Power |
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| 9 | Sole Dispositive Power 1,281,215 |
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| 10 | Shared Dispositive Power |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,281,215 |
||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
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| 13 | Percent of Class Represented by Amount in Row (11) 16.69% |
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| 14 | Type of Reporting Person IA |
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____________________
1 Horizon Kinetics LLC (“Horizon”) may be deemed to beneficially own the 1,281,215 Shares beneficially owned by Horizon Kinetics Asset Management LLC. Horizon has not entered into any separate transactions in the Shares following the filing of Amendment No. 5 other than those listed below under Schedule A by Horizon Kinetics Asset Management.
| 1 | Name of Reporting Persons Murray Stahl |
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| 2 | Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☐ |
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| 3 | SEC Use Only |
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| 4 | Source of Funds WC |
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| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐ |
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| 6 | Citizenship or Place of Organization United States |
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| Number of Shares Beneficially Owned by Each Reporting Person with |
7 | Sole Voting Power 2,435 |
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| 8 | Shared Voting Power 1,281,215 |
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| 9 | Sole Dispositive Power 0 |
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| 10 | Shared Dispositive Power 0 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,281,215 |
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐ |
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| 13 | Percent of Class Represented by Amount in Row (11) 16.69% |
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| 14 | Type of Reporting Person IN |
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The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends, supplements and to the extent inconsistent with, supersedes the initial Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 12, 2021, as amended by Amendment No. 1 filed with the SEC on February 2, 2022, Amendment No. 2 filed with the SEC on January 27, 2023, Amendment No. 3 filed with the SEC on August 1, 2023, Amendment No. 4 filed with the SEC on December 6, 2023, and Amendment No 5 filed with the SEC on February 5, 2024 (“Amendment No. 5” and, collectively with the initial Schedule 13D filed on January 12, 2021 and each subsequent amendment thereto, the “Schedule 13D”).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated for the purpose of including new language whichthat is designed to correct an inadvertent reference to restricted shares.
Horizon Kinetics Asset Management used client assets to purchase Shares on behalf of its clients, and its own working capital to purchase Shares for its proprietary accounts, which has included funds deposited by its personnel.
Mr. Stahl has a direct ownership interest in 2,435 Shares, all of which were purchased with personal funds.
Mr. Stahl has an indirect ownership interest in 53,488 Shares. The Shares were purchased with funds from the accounts that purchased such Shares, which includes funds deposited by other investors including Mr. Stahl.
The disclosure of this amended and restated Item 3 of Schedule 13D also corrects Mr. Stahl’s ownership as disclosed in Amendment No. 5. In connection with Mr. Stahl’s service on the TPL Board of Directors (the “Board”), Mr. Stahl was awarded 219 Shares. These Shares are not restricted as previously stated in Amendment No. 5.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated in its entirety to read as follows:
Percentages of the Shares outstanding reported are calculated based upon the 7,674,867 Shares outstanding as of October 30, 2023, as reported in TPL's current Form 10-Q for the period ended September 30, 2023, filed by TPL with the SEC on November 1, 2023.
Horizon Kinetics Asset Management
(a) As of the close of business on February 6, 2024, Horizon Kinetics Asset Management beneficially owned 1,281,215 Shares.
Percentage: Approximately 16.69%
(b) 1. Sole power to vote or direct vote: 1,281,215
2. Shared power to vote or direct vote:
3. Sole power to dispose or direct the disposition: 1,281,215
4. Shared power to dispose or direct the disposition:
(c) Horizon Kinetics Asset Management's transactions in the Shares following the filing of Amendment No. 6 are set forth in Schedule A and are incorporated herein by reference.
This Schedule 13D does not include approximately 26,365 Shares held personally by senior portfolio managers of Horizon Kinetics.
The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon Kinetics Asset Management with respect to its proprietary accounts.
Horizon
(a) As of the close of business on February 6, 2024, Horizon beneficially owned 1,281,215 Shares. Horizon may be deemed to beneficially own the 1,281,215 Shares beneficially owned directly by Horizon Kinetics Asset Management.
Percentage: Approximately 16.69%
(b) 1. Sole power to vote or direct vote: 1,281,215
2. Shared power to vote or direct vote:
3. Sole power to dispose or direct the disposition: 1,281,215
4. Shared power to dispose or direct the disposition:
(c) Horizon's transactions in the Shares following the filing of Amendment No. 6 are set forth in Schedule A and are incorporated herein by reference.
The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon with respect to its proprietary accounts.
Mr. Stahl
(a) As of the close of business on February 6, 2024, Mr. Stahl directly owned 2,435 Shares and beneficially owned approximately 53,488 Shares. As the Chief Executive Officer, Chairman of the Board and Chief Investment Officer of Horizon Kinetics, Mr. Stahl may be deemed to benefici ally own the 1,281,215 Shares beneficially owned directly by Horizon Kinetics Asset Management.
Percentage: Approximately 16.69%
(b) 1. Sole power to vote or direct vote: 2,435
2. Shared power to vote or direct vote: 1,281,215
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Stahl's transactions in the Shares following the filing of Amendment No. 6 are set forth in Schedule A and are incorporated herein by reference.
SIGNATURE
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.
| Dated: February 7, 2024 | /s/ Jay Kesslen |
| Jay Kesslen | |
| General Counsel | |
| Horizon Kinetics LLC | |
| Horizon Kinetics Asset Management LLC | |
| /s/ Murray Stahl | |
| Murray Stahl |
SCHEDULE A
Transactions in Shares During the Past
Sixty (60) Days
| Name of Reporting Person |
Date of Transaction | Buy/Sale | Aggregate Amount of Securities |
Share Price |
| Horizon Kinetics Asset Management LLC (1) | 12/8/2023 | BUY | 24 | 1,546 |
| Horizon Kinetics Asset Management LLC (1) | 12/8/2023 | SALE | 1,400 | 1,536 |
| Horizon Kinetics Asset Management LLC (1) | 12/11/2023 | BUY | 61 | 1,555 |
| Horizon Kinetics Asset Management LLC (1) | 12/11/2023 | SALE | 1,418 | 1,553 |
| Horizon Kinetics Asset Management LLC (1) | 12/12/2023 | BUY | 21 | 1,546 |
| Horizon Kinetics Asset Management LLC (1) | 12/12/2023 | SALE | 1,410 | 1,530 |
| Horizon Kinetics Asset Management LLC (1) | 12/13/2023 | BUY | 20 | 1,574 |
| Horizon Kinetics Asset Management LLC (1) | 12/13/2023 | SALE | 1,400 | 1,562 |
| Horizon Kinetics Asset Management LLC (1) | 12/14/2023 | BUY | 43 | 1,604 |
| Horizon Kinetics Asset Management LLC (1) | 12/14/2023 | SALE | 1,400 | 1,603 |
| Horizon Kinetics Asset Management LLC (1) | 12/15/2023 | BUY | 73 | < td style="margin-top: 0pt; margin-bottom: 0pt; padding: 2pt 4pt; border-bottom: 0.75pt solid #000000; border-right: 0.75pt solid #000000; width: 15%; text-align: right;">1,584|
| Horizon Kinetics Asset Management LLC (1) | 12/15/2023 | SALE | 1,454 | 1,593 |
| Horizon Kinetics Asset Management LLC (1) | 12/18/2023 | BUY | 80 | 1,604 |
| Horizon Kinetics Asset Management LLC (1) | 12/18/2023 | SALE | 220 | 1,606 |
| Horizon Kinetics Asset Management LLC (1) | 12/19/2023 | BUY | 25 | 1,627 |
| Horizon Kinetics Asset Management LLC (1) | 12/19/2023 | SALE | 1,400 | 1,607 |
| Horizon Kinetics Asset Management LLC (1) | 12/20/2023 | BUY | 35 | 1,614 |
| Horizon Kinetics Asset Management LLC (1) | 12/20/2023 | SALE | 1,400 | 1,638 |
| Horizon Kinetics Asset Management LLC (1) | 12/21/2023 | BUY | 69 | 1,607 |
| Horizon Kinetics Asset Management LLC (1) | 12/21/2023 | SALE | 1,400 | 1,603 |
| Horizon Kinetics Asset Management LLC (1) | 12/22/2023 | BUY | 30 | 1,618 |
| Horizon Kinetics Asset Management LLC (1) | 12/22/2023 | SALE | 1,400 | 1,617 |
| Horizon Kinetics Asset Management LLC (1) | 12/26/2023 | BUY | 58 | 1,630 |
| Horizon Kinetics Asset Management LLC (1) | 12/26/2023 | SALE | 600 | 1,623 |
| Horizon Kinetics Asset Management LLC (1) | 12/27/2023 | BUY | 25 | 1,637 |
| Horizon Kinetics Asset Management LLC (1) | 12/27/2023 | SALE | 200 | 1,637 |
| Horizon Kinetics Asset Management LLC (1) | 12/28/2023 | BUY | 29 | 1,600 |
| Horizon Kinetics Asset Management LLC (1) | 12/28/2023 | SALE | 256 | 1,598 |
| Horizon Kinetics Asset Management LLC (1) | 12/29/2023 | BUY | 25 | 1,572 |
| Horizon Kinetics Asset Management LLC (1) | 12/29/2023 | SALE | 256 | 1,572 |
| Horizon Kinetics Asset Management LLC (1) | 1/2/2024 | BUY | 61 | 1,606 |
| Horizon Kinetics Asset Management LLC (1) | 1/2/2024 | SALE | 549 | 1,605 |
| Horizon Kinetics Asset Management LLC (1) | 1/3/2024 | BUY | 27 | 1,596 |
| Horizon Kinetics Asset Management LLC (1) | 1/3/2024 | SALE | 544 | 1,596 |
| Horizon Kinetics Asset Management LLC (1) | 1/4/2024 | BUY | 28 | 1,553 |
| Horizon Kinetics Asset Management LLC (1) | 1/4/2024 | SALE | 604 | 1,551 |
| Horizon Kinetics Asset Management LLC (1) | 1/5/2024 | BUY | 30 | 1,557 |
| Horizon Kinetics Asset Management LLC (1) | 1/5/2024 | SALE | 544 | 1,555 |
| Horizon Kinetics Asset Management LLC (1) | 1/8/2024 | BUY | 49 | 1,541 |
| Horizon Kinetics Asset Management LLC (1) | 1/8/2024 | SALE | 1,344 | 1,533 |
| Horizon Kinetics Asset Management LLC (1) | 1/9/2024 | BUY | 28 | 1,532 |
| Horizon Kinetics Asset Management LLC (1) | 1/9/2024 | SALE | 1,364 | 1,531 |
| Horizon Kinetics Asset Management LLC (1) | 1/10/2024 | BUY | 31 | 1,513 |
| Horizon Kinetics Asset Management LLC (1) | 1/10/2024 | SALE | 1,344 | 1,505 |
| Horizon Kinetics Asset Management LLC (1) | 1/11/2024 | BUY | 31 | 1,512 |
| Horizon Kinetics Asset Management LLC (1) | 1/11/2024 | SALE | 1,344 | 1,509 |
| Horizon Kinetics Asset Management LLC (1) | 1/12/2024 | BUY | 25 | 1,531 |
| Horizon Kinetics Asset Management LLC (1) | 1/12/2024 | SALE | 1,208 | 1,524 |
| Horizon Kinetics Asset Management LLC (1) | 1/16/2024 | BUY | 55 | 1,476 |
| Horizon Kinetics Asset Management LLC (1) | 1/16/2024 | SALE | 436 | 1,475 |
| Horizon Kinetics Asset Management LLC (1) | 1/17/2024 | BUY | 29 | 1,475 |
| Horizon Kinetics Asset Management LLC (1) | 1/17/2024 | SALE | 436 | 1,471 |
| Horizon Kinetics Asset Management LLC (1) | 1/18/2024 | BUY | 26 | 1,484 |
| Horizon Kinetics Asset Management LLC (1) | 1/18/2024 | SALE | 1,822 | 1,465 |
| Horizon Kinetics Asset Management LLC (1) | 1/19/2024 | BUY | 25 | 1,488 |
| Horizon Kinetics Asset Management LLC (1) | 1/19/2024 | SALE | 438 | 1,488 |
| Horizon Kinetics Asset Management LLC (1) | 1/22/2024 | BUY | 52 | 1,489 |
| Horizon Kinetics Asset Management LLC (1) | 1/22/2024 | SALE | 672 | 1,488 |
| Horizon Kinetics Asset Management LLC (1) | 1/23/2024 | BUY | 25 | 1,491 |
| Horizon Kinetics Asset Management LLC (1) | 1/23/2024 | SALE | 265 | 1,491 |
| Horizon Kinetics Asset Management LLC (1) | 1/24/2024 | BUY | 34 | 1,507 |
| Horizon Kinetics Asset Management LLC (1) | 1/24/2024 | SALE | 258 | 1,506 |
| Horizon Kinetics Asset Management LLC (1) | 1/25/2024 | BUY | 26 | 1,494 |
| Horizon Kinetics Asset Management LLC (1) | 1/25/2024 | SALE | 366 | 1,494 |
| Horizon Kinetics Asset Management LLC (1) | 1/26/2024 | BUY | 27 | 1,489 |
| Horizon Kinetics Asset Management LLC (1) | 1/26/2024 | SALE | 150 | 1,489 |
| Horizon Kinetics Asset Management LLC (1) | 1/29/2024 | BUY | 53 | 1,521 |
| Horizon Kinetics Asset Management LLC (1) | 1/29/2024 | SALE | 266 | 1,520 |
| Horizon Kinetics Asset Management LLC (1) | 1/30/2024 | BUY | 28 | 1,505 |
| Horizon Kinetics Asset Management LLC (1) | 1/30/2024 | SALE | 257 | 1,504 |
| Horizon Kinetics Asset Management LLC (1) | 1/31/2024 | BUY | 27 | 1,463 |
| Horizon Kinetics Asset Management LLC (1) | 1/31/2024 | SALE | 1,493 | 1,468 |
| Horizon Kinetics Asset Management LLC (1) | 2/1/2024 | BUY | 25 | 1,450 |
| Horizon Kinetics Asset Management LLC (1) | 2/1/2024 | SALE | 364 | 1,450 |
| Horizon Kinetics Asset Management LLC (1) | 2/2/2024 | BUY | 32 | 1,438 |
| Horizon Kinetics Asset Management LLC (1) | 2/2/2024 | SALE | 1,214 | 1,430 |
| Horizon Kinetics Asset Management LLC (1) | 2/5/2024 | BUY | 25 | 1,429 |
| Horizon Kinetics Asset Management LLC (1) | 2/5/2024 | SALE | 364 | 1,429 |
| Horizon Kinetics Asset Management LLC (1) | 2/6/2024 | BUY | 27 | 1,445 |
| Horizon Kinetics Asset Management LLC (1) | 2/6/2024 | SALE | 364 | 1,444 |
(1) Horizon Kinetics LLC ("Horizon") may be deemed to beneficially own the 1,281,215 Shares beneficially owned directly by Horizon Kinetics Asset Management LLC.
[Horizon has not entered into any transactions in the Shares following the filing of Amendment No. 5.]