Brett S. Riesenfeld - Feb 27, 2024 Form 4 Insider Report for Sitio Royalties Corp. (STR)

Role: Executive Vice President, General Counsel and Secretary
Signature: /s/ Brett S. Riesenfeld
Stock symbol: STR
Transactions as of: Feb 27, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/29/2024, 06:24 PM
Previous filing: Jun 8, 2023
Next filing: Mar 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STR	Class A Common Stock	Award	$0	+31K	+48.37%	$0.00	95.1K	Feb 27, 2024	Direct	F1

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	Performance Stock Units	Award	$0	+51.7K	+57.79%	$0.00	141K	Feb 27, 2024	Class A Common Stock	51.7K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive one share of Sitio Royalties Corp.'s Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs will vest in equal one-third installments on each of the first three anniversaries of February 27, 2024, subject to the reporting person's continuous service through each vesting date.
F2	Represents performance stock units ("PSUs") granted to the reporting person pursuant to the LTIP in respect of calendar year 2024. Each PSU represents the right to receive one share of Common Stock. The PSUs will be eligible to be earned by the reporting person based on achievement with respect to an annualized absolute total shareholder return performance goal over a three-year performance period beginning with the last 20 trading days of 2023 through the last 20 trading days of 2026, subject to the reporting person's continuous service through the end of such performance period. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 200% of such target number.

Content

Represents restricted stock units ("RSUs") granted to the reporting person pursuant to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each RSU represents a contingent right to receive one share of Sitio Royalties Corp.'s Class A common stock, par value $0.0001 per share ("Common Stock"). The RSUs will vest in equal one-third installments on each of the first three anniversaries of February 27, 2024, subject to the reporting person's continuous service through each vesting date.

Represents performance stock units ("PSUs") granted to the reporting person pursuant to the LTIP in respect of calendar year 2024. Each PSU represents the right to receive one share of Common Stock. The PSUs will be eligible to be earned by the reporting person based on achievement with respect to an annualized absolute total shareholder return performance goal over a three-year performance period beginning with the last 20 trading days of 2023 through the last 20 trading days of 2026, subject to the reporting person's continuous service through the end of such performance period. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 200% of such target number.

Remarks:

Executive Vice President, General Counsel and Secretary