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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Sitio Royalties Corp. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
82983N108 (CUSIP Number) |
Benjamin Dell Kimmeridge Energy Management Company, 15 Little West 12th Street, 4th Floor New York, NY, 10014 646-424-4317 Ele Klein & Adriana Schwartz McDermott, Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 82983N108 |
| 1 |
Name of reporting person
Kimmeridge Energy Management Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Sitio Royalties Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
1401 LAWRENCE STREET, SUITE 1750, DENVER,
COLORADO
, 80202. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on January 9, 2023 (as amended, the "Schedule 13D"). This Amendment No. 2 supplements Item 4 and Item 6 and amends and restates Items 5(a)-(c), and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person. | ||
| Item 4. | Purpose of Transaction | |
The Mergers closed on August 19, 2025. At the closing of the Mergers (the "Closing"), (i) each share of Class A Common Stock was converted into the right to receive 0.4855 shares of Class A common stock, par value $0.000001 per share, of New Parent (the "New Viper Class A Common Stock"), and (ii) each Partnership Unit was converted into the right to receive 0.4855 common units representing limited liability company membership interests in Viper Opco ("Viper Opco Units") and 0.4855 shares of Class B common stock, par value $0.000001 per share, of New Parent (the "New Viper Class B Common Stock"). In addition, each issued and outstanding share of Class C Common Stock was canceled and ceased to exist. In connection with the Closing, 36,495,520 Partnership Units held by the Kimmeridge Companies were converted into 17,718,574 Viper Opco Units and 17,718,574 New Viper Class B Common Stock. 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 of the Issuer.
At the effective time of the OpCo Merger, the Voting and Support Agreement terminated in accordance with its terms. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of the shares of Class A Common Stock beneficially owned by the Reporting Person. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Class A Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as set forth in Item 4 of this Amendment No. 2, no transactions in the shares of Class A Common Stock have been effected by the Reporting Person in the past sixty (60) days. | |
| (e) | August 19, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 4 of this Amendment No. 2 is incorporated herein by reference. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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