Christopher L. Conoscenti - Dec 29, 2022 Form 3 Insider Report for Sitio Royalties Corp. (STR)

Role: Officer, Director
Signature: /s/ Christopher L. Conoscenti, by Brett S. Riesenfeld as Attorney-in-Fact
Stock symbol: STR
Transactions as of: Dec 29, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/3/2023, 05:21 PM
Previous filing: Jun 13, 2022
Next filing: Mar 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	STR	No securities are beneficially owned						0	Dec 29, 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 December 29, 2022, pursuant to an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"), dated as of September 6, 2022, by and among Sitio Royalties Corp., a wholly owned subsidiary of Old Sitio (f/k/a Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP, a subsidiary of Old Sitio ("Opco LP"), Brigham Minerals, Inc. ("Brigham"), Brigham Minerals Holdings, LLC, a subsidiary of Brigham ("Opco LLC"), Snapper Merger Sub IV, Inc., a wholly owned subsidiary of the Issuer, Snapper Merger Sub V, Inc., a wholly owned subsidiary of the Issuer, and Snapper Merger Sub II, LLC, a wholly owned subsidiary of Opco LP, Old Sitio acquired Brigham in an all-stock transaction through a series of mergers (the "Transaction").
F2	(Continued from Footnote 1) As a result of the Transaction, Old Sitio and Brigham became direct wholly owned subsidiaries of the Issuer, which was renamed "Sitio Royalties Corp." and Opco LLC became a wholly owned subsidiary of Opco LP. In connection with the consummation of the Transaction, the reporting person was appointed to the board of directors and as Chief Executive Officer of the Issuer. 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 Transaction 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 the transactions contemplated by the Merger Agreement.

Content

On December 29, 2022, pursuant to an Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"), dated as of September 6, 2022, by and among Sitio Royalties Corp., a wholly owned subsidiary of Old Sitio (f/k/a Snapper Merger Sub I, Inc., the "Issuer"), STR Sub Inc. (f/k/a Sitio Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP, a subsidiary of Old Sitio ("Opco LP"), Brigham Minerals, Inc. ("Brigham"), Brigham Minerals Holdings, LLC, a subsidiary of Brigham ("Opco LLC"), Snapper Merger Sub IV, Inc., a wholly owned subsidiary of the Issuer, Snapper Merger Sub V, Inc., a wholly owned subsidiary of the Issuer, and Snapper Merger Sub II, LLC, a wholly owned subsidiary of Opco LP, Old Sitio acquired Brigham in an all-stock transaction through a series of mergers (the "Transaction").

(Continued from Footnote 1) As a result of the Transaction, Old Sitio and Brigham became direct wholly owned subsidiaries of the Issuer, which was renamed "Sitio Royalties Corp." and Opco LLC became a wholly owned subsidiary of Opco LP. In connection with the consummation of the Transaction, the reporting person was appointed to the board of directors and as Chief Executive Officer of the Issuer. 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 Transaction 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 the transactions contemplated by the Merger Agreement.

Remarks:

Chief Executive Officer and Director. See Exhibit 24 - Power of Attorney. No securities are beneficially owned.