Diamondback Energy, Inc. - 10 May 2018 Form 4 Insider Report for Viper Energy, Inc. (VNOM)

Role
Director, 10%+ Owner
Signature
/s/ Teresa L. Dick, as Executive Vice President, Chief Accounting Officer and Assistant Secretary
Issuer symbol
VNOM
Transactions as of
10 May 2018
Net transactions value
-$251,303,131
Form type
4
Filing time
08 Mar 2024, 16:45:32 UTC
Next filing
28 Feb 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VNOM Common Units representing limited partner interests Disposed to Issuer -73,150,000 -100% 0 10 May 2018 Direct F1, F2
transaction VNOM Common Units representing limited partner interests Options Exercise +731,500 731,500 10 May 2018 Direct F2, F3
transaction VNOM Common Units representing limited partner interests Options Exercise $199,999,994 +7,215,007 +986% $27.72 7,946,507 31 Oct 2023 Direct F4
transaction VNOM Class A Common Stock Options Exercise +5,278,493 +66% 13,225,000 08 Mar 2024 Direct F2, F5, F6
transaction VNOM Class A Common Stock Sale $451,303,125 -13,225,000 -100% $34.12 0 08 Mar 2024 Direct

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 VNOM Class B Units Award +73,150,000 73,150,000 10 May 2018 Common Units 73,150,000 Direct F1, F2
transaction VNOM Operating Company Units Award +73,150,000 73,150,000 10 May 2018 Common Units 73,150,000 Direct F1, F2
transaction VNOM Class B Units Options Exercise -731,500 -1% 72,418,500 10 May 2018 Common Units 731,500 Direct F2, F3
transaction VNOM Operating Company Units Options Exercise -731,500 -1% 72,418,500 10 May 2018 Common Units 731,500 Direct F2, F3
transaction VNOM Class B Units Award +10,224,918 +14% 82,643,418 01 Oct 2019 Common Units 82,643,418 Direct F2, F7
transaction VNOM Operating Company Units Award +10,224,918 +14% 82,643,418 01 Oct 2019 Common Units 82,643,418 Direct F2, F7
transaction VNOM Class B Units Award +8,066,528 8,066,528 01 Oct 2019 Common Units 8,066,528 See footnote F2, F7, F8
transaction VNOM Operating Company Units Award +8,066,528 8,066,528 01 Oct 2019 Common Units 73,150,000 See footnote F2, F7, F8
transaction VNOM Put Option (obligation to buy) Disposed to Issuer -7,215,007 -50% 7,215,007 04 Sep 2023 Common Units 7,215,007 $27.72 Direct F3, F4
transaction VNOM Put Option (obligation to buy) Options Exercise -7,215,007 -100% 0 31 Oct 2023 Common Units 7,215,007 $27.72 Direct F3, F4
transaction VNOM Class B Common Stock Options Exercise -5,278,493 -6.4% 77,364,925 08 Mar 2024 Class A Common Stock 5,278,493 Direct F2, F5, F6
transaction VNOM Operating Company Units Options Exercise -5,278,493 -6.4% 77,364,925 08 Mar 2024 Class A Common Stock 5,278,493 Direct F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Effective on May 10, 2018, Diamondback Energy, Inc.(the "Reporting Person") delivered and assigned to Viper Energy Partners LP (a predecessor of Viper Energy, Inc., collectively, the "Issuer"), a subsidiary that is primarily controlled by the Reporting Person, 73,150,000 common units representing limited partnership interests (the "Common Units") that the Reporting Person owned in exchange for (i) 73,150,000 of the Issuer's newly-issued Class B units representing limited partnership units (the "Class B Units") and (ii) 73,150,000 newly-issued units of the Operating Company ("OpCo Units") of Viper Energy Partners LLC, as defined below (the "Recapitalization").
F2 Following the Recapitalization, each Class B Unit and each OpCo Unit were together convertible and exchangeable into one Common Unit of Viper Energy Partners LP. Following the Conversion, as defined below, one share of Class B common stock, par value $0.000001 per share (the "Class B Common Stock") and each OpCo Unit were together convertible and exchangeable into one share of Class A common stock, par value $0.000001 per share (the "Class A Common Stock") of the Issuer.
F3 On May 10, 2018, the Reporting Person converted and exchanged 731,500 Class B Units and Operating Company Units for an equal number of Common Units.
F4 On September 4, 2023, the Reporting Person granted the Issuer a right to sell up to 7,215,007 Common Units to the Reporting Person at a fixed price of $27.72, which the Issuer was permitted to exercise until a certain acquisition closed. The Issuer exercised its right to sell Common Units to the Reporting Person on October 31, 2023.
F5 On March 8, 2024, the Reporting Person converted and exchanged 5,278,493 Class B Shares and OpCo Units in connection with the Reporting Person's registered offering of Class A Common Stock, which included 11,500,000 shares of Class A Common Stock sold by the Reporting Person to the underwriters in the firm offering and shares of Class A Common Stock subject to the underwriters' option to purchase 1,725,000 additional shares of Class A Common Stock, which option was exercised in full by the underwriters, and the offering of both firm and optional shares closed on March 8, 2024.
F6 On November 13, 2023, the Issuer converted its form to that of a corporation (the "Conversion"), and each Common Unit became one share of Class A Common Stock, each Class B Common Unit became one share Class B Common Stock, and each unit of the Operating Company was now exchangeable, together with a share of Class B Common Stock into one share of Class A Common Stock. The Conversion was a change in form of the Issuer without any change in the pecuniary interest of the Reporting Person.
F7 On October 1, 2019, Viper Energy Partners LP completed the acquisition of certain mineral and royalty interests from subsidiaries of the Reporting Person in exchange for 10,244,918 OpCo Units and Class B Units newly issued to the Reporting Person, 8,066,528 OpCo Units and Class B Units newly issued to a wholly owned subsidiary of the Reporting Person and $190.2 million in cash.
F8 Held by Diamondback E&P LLC, a wholly owned subsidiary of the Reporting Person.

Remarks:

By virtue of the Reporting Person's representation on the Board of Directors of Viper Energy, Inc. (the "Issuer"), for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed a director by deputization of the Issuer.