Sec Form 13D Filing - Blackstone Holdings III L.P. @ SITIO ROYALTIES CORP COM C

Sec Form 13D Filing - Blackstone Holdings III L.P. filing for SITIO ROYALTIES CORP COM C (STR) - 2022-06-10

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. 2)*

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)

June 7, 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


1.		NAMES OF REPORTING PERSONS Royal Resources 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

Reflects a four-to-one reverse stock split of the Issuer’s issued and outstanding common stock whereby each four shares of the Issuer’s common stock were automatically combined and reclassified into one issued, fully paid and non-assessable share of common stock, as further described in Item 4 of this Amendment No. 2.


CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSONS Royal Resources GP 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


CUSIP No. 30607B109


1.		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


CUSIP No. 30607B109


1.		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


CUSIP No. 30607B109


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


CUSIP No. 30607B109


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


CUSIP No. 30607B109


1.		NAMES OF REPORTING PERSON Rock Ridge Royalty Company LLC
2.	&# xA0;	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

(1)	Includes consideration allocation rights described in Item 4 herein (“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 RRR Energy LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.	&# xA0;	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

(1)	Includes 61,132 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 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

(1)	Includes 61,132 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 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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

(1)	Includes 61,132 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. 2 to Schedule 13D (this “Amendment No. 2”) 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 (“Amendment No. 1”) (the Original Schedule 13D as so amended, the “Schedule 13D”), relating to the Class A Common Stock (as defined below) of Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D. Defined terms in the Schedule 13D that previously referenced “Falcon” now and going forward refer to “Sitio”.

Item 1.

Security and Issuer.

Item 1 of the Schedule 13D is hereby amended and restated as follows:

This Schedule 13D relates to the Class A common stock, par value par value $0.0001 per share (the “Class A Common Stock”) of Sitio Royalties Corp., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 510 Madison Avenue, 8th Floor, New York, New York 10022.

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated as follows:

This Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”) pursuant to their agreement to the joint filing of this Schedule 13D, attached hereto as Exhibit 8 hereto (the “Joint Filing Agreement”):

(i) Royal Resources L.P., which is a Delaware limited partnership (“Royal LP”); Royal Resources GP L.L.C. (“Royal GP”), which is a Delaware limited liability company; Blackstone Energy Management Associates L.L.C., which is a Delaware limited liability company; Blackstone EMA L.L.C., which is a Delaware limited liability company; Blackstone Management Associates VI L.L.C., which is a Delaware limited liability company; BMA VI L.L.C., which is a Delaware limited liability company; Rock Ridge Royalty Company LLC (“Rock Ridge”), which is a Delaware limited liability company; RRR Energy LLC, which is a Delaware limited liability company; RRR Aggregator LLC, which is a Delaware limited liability company; BX Primexx Topco LLC, which is a Delaware limited liability company; BCP VII/BEP II Holdings Manager L.L.C., which is a Delaware limited liability company; Blackstone Energy Management Associates II L.L.C., which is a Delaware limited liability company; Blackstone Management Associates VII L.L.C., which is a Delaware limited liability company; Blackstone EMA II L.L.C., which is a Delaware limited liability company; BMA VII L.L.C., which is a Delaware limited liability company; Blackstone Holdings III L.P., which is a limited partnership formed in Quebec, Canada; Blackstone Holdings III GP L.P., which is a Delaware limited partnership; Blackstone Holdings III GP Management L.L.C., which is a Delaware limited liability company (collectively, with Royal LP, the “Blackstone Entities”);

(ii) Blackstone Inc., which is a Delaware corporation; and Blackstone Group Management L.L.C., which is a Delaware limited liability company (collectively, the “Blackstone Topco Entities,” and together with the Blackstone Entities, “Blackstone”); and

(iii) Stephen A. Schwarzman, who is a United States citizen.

The principal business address of each of the Blackstone Entities, the Blackstone Topco Entities and Mr. Schwarzman is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154.

The principal business of Royal LP is investing in securities of the Issuer.

The principal business of Royal GP is performing the functions of, and serving as, the general partner of Royal LP. The principal business of Blackstone Energy Management Associates L.L.C. is performing the functions of, and serving as, a managing member (or similar position) of Royal GP and other affiliated Blackstone entities. The principal business of Blackstone EMA L.L.C. is performing the functions of, and serving as, the sole member of

Blackstone Energy Management Associates L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Management Associates VI L.L.C. is performing the functions of, and serving as, a managing member (or similar position) of Royal GP and other affiliated Blackstone entities. The principal business of BMA VI L.L.C. is performing the functions of, and serving as, the sole member of Blackstone Management Associates VI L.L.C. and other affiliated Blackstone entities.

The principal business of Rock Ridge is investing in securities of the Issuer.

The principal business of RRR Energy LLC is performing the functions of, and serving as, the controlling member of Rock Ridge. The principal business of RRR Aggregator LLC is performing the functions of, and serving as, the sole member of RRR Energy LLC. The principal business of BX Primexx Topco LLC is performing the functions of, and serving as, the sole member (or similar position) of RRR Aggregator LLC and other affiliated Blackstone entities. The principal business of BCP VII/BEP II Holdings Manager L.L.C. is performing the functions of, and serving as, the managing member (or similar position) of BX Primexx Topco LLC and other affiliated Blackstone entities. The principal business of Blackstone Energy Management Associates II L.L.C. is performing the functions of, and serving as, the managing member (or similar position) of BCP VII/BEP II Holdings Manager L.L.C. and other affiliated Blackstone entities. The principal business of Blackstone Management Associates VII L.L.C. is performing the functions of, and serving as, the managing member (or similar position) of BCP VII/BEP II Holdings Manager L.L.C. or other affiliated Blackstone entities. The principal business of Blackstone EMA II L.L.C. is performing the functions of, and serving as, the sole member (or similar position) of Blackstone Energy Management Associates II L.L.C. and other affiliated Blackstone entities. The principal business of BMA VII L.L.C. is performing the functions of, and serving as, the sole member (or similar position) of Blackstone Management Associates VII L.L.C. and other affiliated Blackstone entities.

The principal business of Blackstone Holdings III L.P. is performing the functions of, and serving as, the managing member (or similar position) and member or equity holder in various affiliated Blackstone entities. The principal business of Blackstone Holdings III GP L.P. is performing the functions of, and serving as, the general partner of Blackstone Holdings III L.P. and other affiliated Blackstone entities. The principal business of Blackstone Holdings III GP Management L.L.C. is performing the functions of, and serving as, the general partner of Blackstone Holdings III GP L.P. and other affiliated Blackstone entities. The principal business of Blackstone Inc. is performing the functions of, and serving as, the sole member of Blackstone Holdings III GP Management L.L.C., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the sole holder of the Series II preferred stock of Blackstone Inc.

The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone Group Management L.L.C.

During the last five years, none of the Reporting Persons (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Information regarding each director and executive officer of Blackstone Inc. is set forth on Schedule I attached hereto.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by adding the following:

Item 4 is hereby incorporated by reference into this Item 3.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following:

Waiver of Director Designation Right

On April 13, 2022, Rock Ridge and Royal LP executed a waiver pursuant to which they irrevocably waived their rights to designate one nominee to the Issuer’s Board of Directors pursuant to the Director Designation Agreement (as defined in Amendment No. 1).

Reverse Stock Split and Merger Closing

In connection with the Merger (as defined in Amendment No. 1), on June 3, 2022, the Issuer effected a four-to-one reverse stock split of the Issuer’s issued and outstanding common stock whereby each four shares of the Issuer’s common stock were automatically combined and reclassified into one issued, fully paid and non-assessable share of common stock (the “Reverse Stock Split”).

On June 7, 2022, the Merger closed. At such time, the limited liability company interests in DPM (as defined in Amendment No. 1) issued and outstanding immediately prior to the effective time of the Merger were converted into right to receive 61,905,340 shares of Class C Common Stock and a corresponding number of OpCo Units. In connection with the closing, the Issuer issued 12,165,172 shares of Class C Common Stock and a corresponding number of OpCo Units (each as defined in Amendment No. 1) to Rock Ridge.

In connection with the Merger, the Issuer granted restricted stock awards, consisting of shares of the Issuer’s Class C Common Stock and OpCo Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM (the “DPM Members”) (the “Restricted Shares”) in the Merger. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. To the extent that a restricted stock award is forfeited, the shares of Class C Common Stock and OpCo Units subject to such forfeited award will be returned to the Issuer. In connection with the foregoing, the Issuer entered into an Assignment and Allocation Agreement, dated as of June 7, 2022, with Rock Ridge and the other DPM Members (the “Allocation Agreement”), pursuant to which the Issuer agreed that it would re-issue to the DPM Members, on a one-for-one basis, shares of Class C Common Stock and OpCo Units to the extent Restricted Shares are forfeited by the original holders thereof, with Rock Ridge entitled to receive 19.75% of any such shares re-issued (the “Consideration Allocation Rights”).

On the closing date of the Merger, the Issuer also entered into a second amended and restated agreement of limited partnership of Opco (the “Amended Opco LPA”) with Royal LP, Rock Ridge, and the general partner and other limited partners named therein. The terms of the Amended Opco LPA provide that, subject to certain restrictions contained therein, each holder of OpCo Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its OpCo Units (the “Redemption Right”) in exchange for shares of Class A Common Stock on a one-for-one basis or, at Opco’s election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such OpCo Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of OpCo Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and OpCo Units will be cancelled. The OpCo Units and the right to exercise the Redemption Right have no expiration date.

In connection with the execution of the Merger Agreement (as defined in Amendment No. 1), the Issuer entered into a Registration Rights Agreement with the DPM Members, including Rock Ridge, which became effective as of the closing of the Merger (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer agreed to register for resale under the Securities Act of 1933, shares of Class A Common Stock underlying shares of Class C Common Stock and OpCo Units held by the DPM Members and certain other holders immediately following the effective time of the Merger. The DPM Members and such other holders also received certain piggyback rights to participate in underwritten offerings of the Issuer, subject to customary exceptions, and demand certain underwritten offerings.

The foregoing descriptions of the Allocation Agreement, Amended Opco LPA and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements filed as exhibits to this Schedule 13D and are incorporated herein by reference.

Items 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

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 11,779,376 shares of Class A Common Stock outstanding (based on the Issuer’s Quarterly Report on Form 10-Q filed on May 9, 2022 and accounting for the Reverse Stock Split), 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.

Royal LP is the record holder of 8,799,410 OpCo Units, which may be exchanged for shares of Class A Common Stock on a one-for-one basis, pursuant to the terms of the Opco LPA.

Rock Ridge is the record holder of 12,165,172 OpCo Units, which may be exchanged for shares of Class A Common Stock on a one-for-one basis, pursuant to the terms of the Opco LPA, and 61,132 Consideration Allocation Rights.

Royal GP is the general partner of Royal LP. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of Royal GP. 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.

Rock Ridge is controlled by RRR Energy LLC. RRR Aggregator LLC is the sole member of RRR Energy LLC. 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 LP and Rock Ridge 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.”

Any beneficial ownership of Class A Common Stock by any of the persons listed on Schedule I is set forth on Schedule I.

(c) Except as set forth in this Amendment No. 2, 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.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The last two paragraphs of Item 6 of the Schedule 13D are hereby amended and restated as follows:

Item 4 above summarizes certain provisions of the Support Agreement, Director Designation Agreement, Allocation Agreement, Amended Opco LPA and Registration Rights Agreement and is incorporated herein by reference. A copy of the each of these agreements is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings, or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7.

Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and supplemented as follows:


Exhibit Number		Description

8		Joint Filing Agreement, by and among the Reporting Persons, dated as of June 10, 2022.

9		Form of DPM HoldCo, LLC Assignment and Assumption Agreement (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K (file No. 001-38158) filed on June 10, 2022).

10		Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, L.P., dated as of June 7, 2022 (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K (file No. 001-38158) filed on June 10, 2022).

11		Registration Rights Agreement, dated as of January 11, 2022, by and among Falcon Minerals Corporation, certain of the Issuer’s stockholders and the DPM Members (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K (filed No. 001-38158) filed on January 12, 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: June 10, 2022


Royal Resources L.P.

By:		Royal Resources GP L.L.C., its general partner

By:		Blackstone Management Associates VI L.L.C., its managing member

By: BMA VI L.L.C., its sole member

By:		/s/ Tabea Hsi
Name:		Tabea Hsi
Title:		Authorized Signatory

Royal Resources GP L.L.C.

By:		Blackstone Management Associates VI L.L.C., its managing member

By:		BMA VI L.L.C., its sole member

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/ M. Christopher Doyle
Name:		M. Christopher Doyle
Title:		President and CEO

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/ Omar Rehman
Name:		Omar Rehman
Title:		Chief Compliance Officer and Secretary

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

CUSIP No. 30607B109

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
Jay O. Light		Dean Emeritus, Harvard Business School
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.

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

SOLE VOTING POWER

8,799,410*

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

8,799,410*

SHARED DISPOSITIVE POWER

0