Kimmeridge Energy Management Company, LLC - 19 Aug 2025 Form 4 Insider Report for Sitio Royalties Corp. (STR)

Role
Director, 10%+ Owner
Signature
Kimmeridge Energy Management Company, LLC, By: /s/ Tamar Goldstein, General Counsel
Issuer symbol
STR
Transactions as of
19 Aug 2025
Net transactions value
$0
Form type
4
Filing time
21 Aug 2025, 16:15:21 UTC
Previous filing
21 Jun 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kimmeridge Energy Management Company, LLC Director, 10%+ Owner 15 LITTLE WEST 12TH STREET, 4TH FLOOR, NEW YORK Kimmeridge Energy Management Company, LLC, By: /s/ Tamar Goldstein, General Counsel 21 Aug 2025 0001706220

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STR Class C Common Stock Disposed to Issuer -36,495,520 -100% 0 19 Aug 2025 See footnote F1, F2, F3

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 Disposed to Issuer -36,495,520 -100% 0 19 Aug 2025 Class A Common Stock 36,495,520 See footnote F1, F2, F3
transaction STR Allocation Rights Disposed to Issuer -183,394 -100% 0 19 Aug 2025 Class A Common Stock 183,394 See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kimmeridge Energy Management Company, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The closing of Sitio Royalties Corp's ("Sitio") previously announced merger with Viper Energy, Inc., a Delaware corporation occurred on August 19, 2025.
F2 In connection with the closing, 36,495,520 Sitio Royalties Operating Partnership, LP Units ("Sitio Opco Units") held by the Kimmeridge Companies (as defined below) were converted into 17,718,574 common units representing limited liability company membership interests in Viper Energy Partners LLC and 17,718,574 shares of Class B common stock, par value $0.000001 per share, of the new holding company resulting from the merger ("New Viper"). In addition, in connection with the closing, 36,495,520 shares of Class C Common Stock held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, the Reporting Person no longer beneficially owns any securities.
F3 The securities to which this filing relates were held directly by KMF DPM HoldCo, LLC ("KMF HoldCo") and Chambers DPM HoldCo, LLC ("Chambers HoldCo"). (the "Kimmeridge Companies") Kimmeridge Energy Management Company, LLC, a Delaware limited liability company (the "Reporting Person"), acts as the investment adviser to the parent company of each of KMF HoldCo and Chambers HoldCo. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.
F4 Each Allocation Right entitled the Reporting Person to receive one share of Sitio Class C Common Stock and one Sitio Opco Unit to the extent any shares of Sitio Class C Common Stock and Sitio Opco Units were forfeited by the holders thereof. In connection with the closing, the Allocation Rights were cancelled and ceased to exist.

Remarks:

The Reporting Person may be have been deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that Mr. Noam Lockshin, a member of the Board of Managers of the Reporting Person, currently served on the board of directors of the Issuer.