Christopher L. Conoscenti - Jun 7, 2022 Form 4 Insider Report for Sitio Royalties Corp. (STR)

Role: Chief Executive Officer, Director
Signature: /s/ Christopher L. Conoscenti, by Brett S. Riesenfeld as Attorney-in-Fact
Stock symbol: STR
Transactions as of: Jun 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/8/2022, 05:35 PM
Next filing: Jun 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STR	Class C Common Stock	Award	$0	+92.9K		$0.00	92.9K	Jun 7, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	STR	Sitio Royalties Operating Partnership, LP Units	Award	$0	+92.9K		$0.00	92.9K	Jun 7, 2022	Class A Common Stock	92.9K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Each share of Class C Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the "Partnership") provide that, subject to certain restrictions contained therein, each holder of common units representing limited partnership interests in the Partnership ("OpCo Units") (other than Sitio Royalties Corp. (the "Issuer")) generally has the right to cause the Partnership to redeem all or a portion of its OpCo Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer on a one-for-one basis or, at the Partnership's election, an equivalent amount of cash.
F2	(Continued from Footnote 1) In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right have no expiration date.

Content

Each share of Class C Common Stock has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (the "Partnership") provide that, subject to certain restrictions contained therein, each holder of common units representing limited partnership interests in the Partnership ("OpCo Units") (other than Sitio Royalties Corp. (the "Issuer")) generally has the right to cause the Partnership to redeem all or a portion of its OpCo Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer on a one-for-one basis or, at the Partnership's election, an equivalent amount of cash.

(Continued from Footnote 1) In connection with any redemption of OpCo Units pursuant to the Redemption Right, the corresponding number of shares of the Class C Common Stock will be cancelled. The OpCo Units and the right to exercise the Redemption Right have no expiration date.