Gayle Burleson - Dec 29, 2022 Form 4 Insider Report for Sitio Royalties Corp. (STR)

Role: Director
Signature: /s/ Gayle Burleson, by Brett S. Riesenfeld as Attorney-in-Fact
Stock symbol: STR
Transactions as of: Dec 29, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/3/2023, 05:47 PM
Previous filing: May 26, 2022
Next filing: Mar 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STR	Class A Common Stock	Award		+8.39K			8.39K	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 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (as amended from time to time, the "Merger Agreement"), by and among Sitio Royalties Corp. (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 ("Opco LP"), MNRL Sub Inc. (f/k/a Brigham Minerals, Inc., "MNRL"), Brigham Minerals Holdings, LLC ("Opco LLC"), Snapper Merger Sub IV, Inc. ("MNRL Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and Snapper Merger Sub II, LLC, the Issuer acquired MNRL in an all-stock transaction through a series of mergers (collectively, the "Transaction") including the merger of MNRL Merger Sub with and into MNRL (the "MNRL Merger"), with MNRL surviving as a wholly owned subsidiary of the Issuer. Old Sitio and MNRL became direct wholly owned subsidiaries of the Issuer as a result of the Transaction.
F2	Pursuant to the Merger Agreement, at the effective time of the MNRL Merger (the "Effective Time"), (i) each share of Class A common stock, par value $0.01 per share, of MNRL (the "MNRL Class A Common Stock"), issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.133 fully-paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") and (ii) each outstanding award of time-based restricted stock units (each, an "RSU Award") of MNRL vested in full immediately prior to the Effective Time and the shares subject to such RSU Award were treated as shares of MNRL Class A Common Stock for purposes of the Merger Agreement, which means that such shares were converted into the right to receive 1.133 shares of the Issuer's Class A Common Stock. On December 28, 2022 (the day prior to the Closing Date), the closing price of one share of MNRL Class A Common Stock was $32.50.

Content

On December 29, 2022 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (as amended from time to time, the "Merger Agreement"), by and among Sitio Royalties Corp. (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 ("Opco LP"), MNRL Sub Inc. (f/k/a Brigham Minerals, Inc., "MNRL"), Brigham Minerals Holdings, LLC ("Opco LLC"), Snapper Merger Sub IV, Inc. ("MNRL Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and Snapper Merger Sub II, LLC, the Issuer acquired MNRL in an all-stock transaction through a series of mergers (collectively, the "Transaction") including the merger of MNRL Merger Sub with and into MNRL (the "MNRL Merger"), with MNRL surviving as a wholly owned subsidiary of the Issuer. Old Sitio and MNRL became direct wholly owned subsidiaries of the Issuer as a result of the Transaction.

Pursuant to the Merger Agreement, at the effective time of the MNRL Merger (the "Effective Time"), (i) each share of Class A common stock, par value $0.01 per share, of MNRL (the "MNRL Class A Common Stock"), issued and outstanding immediately prior to the Effective Time was converted into the right to receive 1.133 fully-paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock") and (ii) each outstanding award of time-based restricted stock units (each, an "RSU Award") of MNRL vested in full immediately prior to the Effective Time and the shares subject to such RSU Award were treated as shares of MNRL Class A Common Stock for purposes of the Merger Agreement, which means that such shares were converted into the right to receive 1.133 shares of the Issuer's Class A Common Stock. On December 28, 2022 (the day prior to the Closing Date), the closing price of one share of MNRL Class A Common Stock was $32.50.