Jim Norris - Jun 7, 2022 Form 3 Insider Report for Sitio Royalties Corp. (STR)

Role: Vice President - Controller
Signature: /s/ Jim Norris, by Brett S. Riesenfeld as Attorney-in-Fact
Stock symbol: STR
Transactions as of: Jun 7, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/8/2022, 04:43 PM
Next filing: Jun 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	STR	No securities are beneficially owned						0	Jun 7, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On June 7, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated January 11, 2022, by and among Sitio Royalties Corp., a Delaware corporation (f/k/a Falcon Minerals Corporation, the "Issuer"), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (f/k/a Falcon Minerals Operating Partnership, LP, "Sitio OpCo"), Ferrari Merger Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of Sitio OpCo ("Merger Sub"), and DPM HoldCo, LLC, a Delaware limited liability company ("Desert Peak"), Merger Sub merged with and into Desert Peak (the "Merger"), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of Sitio OpCo. As of the effective time of the Merger, the reporting person was appointed as an officer of the Issuer.
F2	(Continued from Footnote 1) This report reflects the beneficial ownership of the reporting person at the time of appointment and does not include any securities (if any) to be received by the reporting person upon consummation of the Merger or otherwise to be received by the reporting person in connection with or immediately following such consummation. The reporting person will file a Form 4 reflecting any acquisition or disposition of the Issuer's securities in connection with transactions contemplated by the Merger Agreement.

Content

On June 7, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated January 11, 2022, by and among Sitio Royalties Corp., a Delaware corporation (f/k/a Falcon Minerals Corporation, the "Issuer"), Sitio Royalties Operating Partnership, LP, a Delaware limited partnership (f/k/a Falcon Minerals Operating Partnership, LP, "Sitio OpCo"), Ferrari Merger Sub A LLC, a Delaware limited liability company and wholly owned subsidiary of Sitio OpCo ("Merger Sub"), and DPM HoldCo, LLC, a Delaware limited liability company ("Desert Peak"), Merger Sub merged with and into Desert Peak (the "Merger"), with Desert Peak continuing as the surviving entity in the Merger as a wholly owned subsidiary of Sitio OpCo. As of the effective time of the Merger, the reporting person was appointed as an officer of the Issuer.

(Continued from Footnote 1) This report reflects the beneficial ownership of the reporting person at the time of appointment and does not include any securities (if any) to be received by the reporting person upon consummation of the Merger or otherwise to be received by the reporting person in connection with or immediately following such consummation. The reporting person will file a Form 4 reflecting any acquisition or disposition of the Issuer's securities in connection with transactions contemplated by the Merger Agreement.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney