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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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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) |
Richard Ting 333 South Grand Avenue, 28th Floor Los Angeles, CA, 90071 (213) 830-6300 (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
Source Energy Permian II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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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| CUSIP No. | 82983N108 |
| 1 |
Name of reporting person
Sierra Energy Royalties, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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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| CUSIP No. | 82983N108 |
| 1 |
Name of reporting person
Source Energy Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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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| CUSIP No. | 82983N108 |
| 1 |
Name of reporting person
OCM FIE, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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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| CUSIP No. | 82983N108 |
| 1 |
Name of reporting person
Oaktree Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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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| CUSIP No. | 82983N108 |
| 1 |
Name of reporting person
Oaktree Capital Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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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| CUSIP No. | 82983N108 |
| 1 |
Name of reporting person
Oaktree Capital Group Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 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)
| ||||||||
| 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:
This Amendment No. 3 ("Amendment No. 3") to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2023, as amendment by the Schedule 13D/A filed on June 23, 2023 ("Amendment No. 1") and the Schedule 13D/A filed on June 4, 2025 ("Amendment No. 2") and together with this Amendment No. 3 (the "Schedule 13D"). Except as set forth herein, the Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and restated as follows:
This Amendment No. 3 is filed as a joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the "Reporting Persons"):
(i) Source Energy Permian II, LLC, a Delaware limited liability company ("Source");
(ii) Sierra Energy Royalties, LLC, a Delaware limited liability company ("Sierra");
(iii) Source Energy Partners, LLC, a Delaware limited liability company ("Source Energy");
(iv) OCM FIE, LLC, a Delaware limited liability company ("FIE");
(v) Oaktree Capital Management LP, a Delaware limited partnership ("OCM LP");
(vi) Oaktree Capital Holdings, LLC (f/k/a Atlas OCM Holdings, LLC); and
(vii) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (and together with each of the foregoing, the "Oaktree Reporting Persons"). | |
| (b) | See line 6 on each cover page hereto. | |
| Item 4. | Purpose of Transaction | |
On August 19, 2025 (the "Closing Date"), the transactions contemplated by that certain Agreement and Plan of Merger, dated June 2, 2025, by and among Sitio Royalties Corp., Sitio Royalties Operating Partnership, LP, Viper Energy, Inc., Viper Energy Partners LLC, New Cobra Pubco, Inc., Cobra Merger Sub, Inc., and Scorpion Merger Sub, Inc. (the "Merger Agreement") were consummated. As a result of the transactions contemplated by the Merger Agreement, the Reporting Persons disposed of all of their Issuer equity securities in exchange for the applicable merger consideration pursuant to the Merger Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
The information set forth on lines 11 and 13 of each cover page hereto is incorporated by reference into this Item 5(a). | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
The information set forth on lines 7-10 of each cover page hereto and in Item 5(a) hereof is incorporated by reference into this Item 5(b).
| |
| (c) | The Reporting Persons have not effected any transactions related to the Common Stock during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | On the Closing Date, the reporting persons disposed of all of their Issuer equity securities pursuant to the Merger Agreement and ceased to beneficially own 5% of the Class A Common Stock on such date. Accordingly, this Amendment No. 3 constitutes an exit filing for each of the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A Joint Filing Agreement, dated as of August 21, 2025. | ||
| 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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