| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STR | Class C Common Stock | Other | $0 | -12.2M | -100% | $0.00* | 0 | Oct 18, 2022 | See Footnotes | F1, F2, F3, F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STR | Opco Units | Other | $0 | -12.2M | -100% | $0.00* | 0 | Oct 18, 2022 | Class A Common Stock | 12.2M | See Footnotes | F1, F2, F3, F4, F5, F6, F7 | |
| transaction | STR | Consideration Allocation Rights | Other | $0 | -61.1K | -100% | $0.00* | 0 | Oct 18, 2022 | Class A Common Stock | 61.1K | Footnotes | F1, F2, F3, F4, F5, F6, F8, F9 |
Rock Ridge Royalty Co LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 18, 2022, Rock Ridge Royalty Company LLC ("Rock Ridge") distributed 12,165,172 shares of Class C Common Stock ("Class C Common Stock") of Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation) (the "Issuer") and 12,165,172 common units ("Opco Units") in Sitio Royalties Operating Partnership, LP (f/k/a Falcon Minerals Operating Partnership, LP) ("Opco"), and assigned 61,132 consideration allocation rights, in each case, pro rata to its members in connection with a liquidating distribution of Rock Ridge (the "Distribution"). Following the Distribution and a further distribution by RRR Energy LLC, 11,400,218 shares of Class C Common Stock, 11,400,218 Opco Units and 57,288 consideration allocation rights are directly held by RRR Aggregator LLC, the sole member of RRR Energy LLC. |
| F2 | (Continued from Footnote 1) The Issuer is the sole managing member of Opco. The Distribution did not represent any change in pecuniary interest in securities of the Issuer for RRR Aggregator LLC or any other persons or entities described in footnotes (3) and (4) below. |
| F3 | 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. |
| F4 | (Continued from Footnote 3) Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA II L.L.C. and BMA VII L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone 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. |
| F5 | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| F6 | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose. |
| F7 | The terms of the Second Amended and Restated Agreement of Limited Partnership of Opco 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 of the Issuer ("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. |
| F8 | The Issuer previously 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 HoldCo, LLC (the "DPM Members") (the "Restricted Shares"). 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. |
| F9 | (Continued from Footnote 8) 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, 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. Following the distribution of the contingent allocation rights reported herein, RRR Aggregator is entitled to receive its pro rata portion of any such shares re-issued. |