J. Luther King Jr - Jan 31, 2023 Form 4 Insider Report for TXO Energy Partners, L.P. (TXO)

Role: Director, Other*, 10%+ Owner
Signature: /s/ Brent W. Clum, Attorney-in-fact
Stock symbol: TXO
Transactions as of: Jan 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/2/2023, 03:05 PM
Previous filing: Jan 26, 2023
Next filing: Feb 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TXO	Common Units	Conversion of derivative security		+1.34M	+68.48%		3.3M	Jan 31, 2023	By MorningStar Partners II, L.P.	F1, F2, F3
transaction	TXO	Common Units	Award	$0	+3K		$0.00	3K	Jan 31, 2023	Direct	F4

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	TXO	Series 5 Preferred Units	Conversion of derivative security	$0	-53.3	-99.99%	$0.00^*	0	Jan 31, 2023	Common Units	274K		Direct	F1
transaction	TXO	Series 5 Preferred Units	Conversion of derivative security	$0	-208	-100%	$0.00^*	0	Jan 31, 2023	Common Units	1.07M		See footnotes	F1, F5, F6, F7

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

Explanation of Responses:

Id	Content
F1	Immediately prior to the closing of the Issuer's initial public offering, the Issuer's series 5 preferred units automatically converted into common units of the Issuer.
F2	Reflects securities acquired in a transaction exempt from reporting pursuant to Rule 16a-13.
F3	Reflects the number of units beneficially held following a 1-for-25.33 reverse unit split effected by the Issuer on January 31, 2023, which was exempt from reporting pursuant to Rule 16a-9.
F4	Reflects phantom units. Each phantom unit is the economic equivalent of one common unit of the Issuer and will be settled in common units upon vesting. The phantom units will vest on January 31, 2024.
F5	The securities reported include (i) 507,909 common units underlying series 5 preferred units held by LKCM Investment Partnership, L.P. and (ii) 557,889 common units underlying series 5 preferred units held by PDLP Morningstar, LLC.
F6	LKCM Investment Partnership GP, LLC is the general partner of LKCM Investment Partnership, L.P. LKCM Private Discipline Management, L.P. is the sole holder of management shares of LKCM Private Discipline Master Fund, SPC. PDLP Morningstar, LLC is a wholly owned subsidiary of LKCM Private Discipline Master Fund, SPC. Luther King Capital Management Corporation serves as the investment adviser to each of LKCM Investment Partnership, L.P. and LKCM Private Discipline Master Fund, SPC. J. Luther King, Jr. serves as the President of Luther King Capital Management Corporation.
F7	Luther King Capital Management Corportion has voting and investment power over the securities beneficially owned by each of LKCM Investment Partnership GP, LLC and LKCM Private Discipline Management L.P. Accordingly, each of J. Luther King and Luther King Capital Management Corporation may be deemed to share beneficial ownership of the Series 5 Preferred Units held by each of LKCM Investment Partnership, L.P. and PDLP Morningstar, LLC, but each disclaims beneficial ownership of such common units except to the extent of their pecuniary interest therein.

Remarks:

The Reporting Person is a Director of TXO Energy GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.