SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OCM FIE, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/17/2022		A		10,431	A	$0.00⁽¹⁾	10,431	I	See footnote⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

OCM FIE, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAKTREE CAPITAL MANAGEMENT LP

(Last)

(First)

(Middle)

333 S GRAND AVE 28TH FL

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Holdings, Ltd.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Source Energy Partners, LLC

(Last)

(First)

(Middle)

412 WEST 15TH STREET

11TH FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OCM Source Holdings, L.P.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Fund GP, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAKTREE FUND GP I, L.P.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Oaktree Capital I, L.P.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OCM HOLDINGS I, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAKTREE HOLDINGS, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents deferred share units ("DSUs") granted to OCM FIE, LLC ("FIE") to the Sitio Royalties Corp. Long Term Incentive Plan (the "LTIP"). Each DSU 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 DSUs will vest in four equal quarterly installments over the one-year period following June 7, 2022, subject to the reporting person's continuous service through each such date. Following vesting, the shares of Common Stock underlying the DSUs will be delivered to the reporting person as soon as administratively practicable following the date that the reporting person's service relationship with the issuer is terminated for any reason. Pursuant to the policies of Oaktree Capital Management L.P. ("OCM LP"), directors of the Issuer who are affiliated with OCM LP hold these securities for the benefit of FIE. OCM LP is the managing member of FIE.

2. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons") (i) FIE, (ii), OCMP LP, (iii) Oaktree Holdings, Ltd. ("Holdings Ltd."), in its capacity as the general partner of OCM LP, (iv) Source Energy Partners, LLC ("Source Energy"), (v) OCM Source Holdings, L.P. ("OCM Source"), in its capacity as the sole owner of Series A Units of Source Energy, (vi) Oaktree Fund GP, LLC ("Fund GP"), in its capacity as the general partner of OCM Source, (vii) Oaktree Fund GP I, L.P. ("Fund GP I"), in its capacity as the managing member of Fund GP, (viii) Oaktree Capital I, L.P. ("Capital I"), in its capacity as the general partner of Fund GP I, (ix) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I, (cont'd in FN3)

3. (cont'd from FN2) (x) Oaktree Holdings, LLC ("Holdings"), in its capacity as the managing member of Holdings I, (xi) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and sole director of Holdings Ltd., (xii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), as indirect owner of the class B units of of OCG, (xiii) Brookfield Asset Management Inc. ("BAM"), in its capacity as the indirect owner of the class A units of OCG and (xiv) BAM Partners Trust ("BAM Partnership"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

Remarks:

The Reporting Person may be 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. Allen W. Li, a member of the Board of Managers of the Reporting Person, currently serves on the board of directors of the Issuer. // Form 1 of 2

	/s/ See Signatures Included in Exhibit 99.1	08/23/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: Ocm Fie, Llc was granted 10,431 shares