SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with:

Sole voting power

0

Shared voting power

0

Sole dispositive power

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Shared dispositive power

0

SC 13D/A 1 d104792dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

Viper Energy, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.000001 per share

(Title of Class of Securities)

927959106

(CUSIP Number)

John G. Finley

Blackstone Inc.

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

January 4, 2024

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (the “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).


CUSIP No. 927959106		13D/A		Page 2 of 17


(1)		Names of Reporting Persons BX SWT ML Holdco 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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 3 of 17


(1)		Names of Reporting Persons BX Guidon Topco 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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 4 of 17


(1)		Names of Reporting Persons Blackstone Management Associates VI L.L.C.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 5 of 17


(1)		Names of Reporting Persons Blackstone Energy Management Associates II L.L.C.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 6 of 17


(1)		Names of Reporting Persons BMA VI L.L.C.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 7 of 17


(1)		Names of Reporting Persons Blackstone EMA II L.L.C.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 8 of 17


(1)		Names of Reporting Persons Blackstone Holdings III L.P.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Quebec, Canada


CUSIP No. 927959106		13D/A		Page 9 of 17


(1)		Names of Reporting Persons Blackstone Holdings III GP L.P.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 10 of 17


(1)		Names of Reporting Persons Blackstone Holdings III GP Management L.L.C.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 11 of 17


(1)		Names of Reporting Persons Blackstone Inc.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 12 of 17


(1)		Names of Reporting Persons Blackstone Group Management L.L.C.
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization Delaware


CUSIP No. 927959106		13D/A		Page 13 of 17


(1)		Names of Reporting Persons Stephen A. Schwarzman
(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) OO
(5)		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
(6)		Citizenship or place of organization United States


CUSIP No. 927959106		13D/A		Page 14 of 17

This Amendment No. 13 (“Amendment No. 13”) amends the statement on Schedule 13D filed with the Securities Exchange Commission on October 12, 2021, as amended by Amendment No. 1 filed on October 21, 2021, Amendment No. 2 filed on January 11, 2022, Amendment No. 3 filed on March 22, 2022, Amendment No. 4 filed on May 2, 2022, Amendment No. 5 filed on October 21, 2022, Amendment No. 6 filed on November 8, 2022, Amendment No. 7 filed on April 17, 2023, Amendment No. 8 filed on April 20, 2023, Amendment No. 9 filed on August 8, 2023, Amendment No. 10 filed on October 30, 2023, Amendment No. 11 filed on November 15, 2023 and Amendment No. 12 filed on December 19, 2023 (as amended, the “Schedule 13D”), with respect to the shares of Class A common stock, $0.000001 par value per share (the “Common Stock”), of Viper Energy, Inc., a Delaware corporation (the “Issuer”), and is being filed pursuant to Section 13(d) of the Act. The principal executive offices of the Issuer are located at 500 West Texas Avenue, Suite 100, Midland, TX 79701. Except as specifically amended by this Amendment No. 13, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment No. 13 shall have the same meanings ascribed to them in the Schedule 13D.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth in the updated Schedule I attached hereto.

Item 5.

Interest in Securities of the Issuer

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

(a) and (b) Calculations of the percentage of Common Stock beneficially owned is based on 87,144,273 shares of Common Stock outstanding as of November 13, 2023, as reported in the Issuer’s Registration Statement on Form S-3, filed by the Issuer with the Securities and Exchange Commission on November 13, 2023.

The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, BX SWT ML Holdco LLC directly holds 0 shares of Common Stock and BX Guidon Topco LLC directly holds 4,647,347 shares of Common Stock.

BX Guidon Topco LLC is the sole member of BX SWT ML Holdco LLC. The controlling membership interests of BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Stock.


CUSIP No. 927959106		13D/A		Page 15 of 17

(c) On January 5, 2024, the Reporting Persons delivered 100,000 shares of Common Stock held by the Reporting Persons pursuant to the exercise and settlement of covered call options by the holders thereof. Except as set forth in this Amendment No. 13, none of the Reporting Persons has effected any transaction in Common Stock since the filing of Amendment No. 12.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The penultimate paragraph of Item 6 of the Schedule 13D is hereby amended and restated as follows:

On January 4, 2024, the remaining balance under the Margin Loan Agreement was fully repaid, and on January 5, 2024, the 1,627,347 shares of Common Stock pledged by BX SWT ML Holdco LLC pursuant to the Pledge Agreement were released from such pledge and transferred to BX Guidon Topco LLC.

Item 6 of the Schedule 13D is hereby further amended by adding the following at the end thereof:

Between December 20, 2023 and January 4, 2024, BX Guidon Topco LLC sold an aggregate of 875,000 covered call options, with expiration dates between February 2, 2024 and February 23, 2024, at strike prices at or near the trading price on the trade date. If exercised, the options will be settled by BX Guidon Topco LLC’s delivery of Common Stock.


CUSIP No. 927959106		13D/A		Page 16 of 17

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct.


Date: January 8, 2024	BX SWT ML Holdco LLC

	By:	/s/ Brijesh Kalaria
	Name:	Brijesh Kalaria
	Title:	Vice President

	BX Guidon Topco LLC

	By:	/s/ Brijesh Kalaria
	Name:	Brijesh Kalaria
	Title:	Vice President

	Blackstone Management Associates VI L.L.C.
	By: BMA VI L.L.C., its sole member

	By:	/s/ Tabea Hsi
	Name:	Tabea Hsi
	Title:	Authorized Signatory

	Blackstone Energy Management Associates II L.L.C.
	By: Blackstone EMA II L.L.C., its sole member

	By:	/s/ Tabea Hsi
	Name:	Tabea Hsi
	Title:	Authorized Signatory

	BMA VI L.L.C.

	By:	/s/ Tabea Hsi
	Name:	Tabea Hsi
	Title:	Authorized Signatory

	Blackstone EMA II L.L.C.

	By:	/s/ Tabea Hsi
	Name:	Tabea Hsi
	Title:	Authorized Signatory


CUSIP No. 927959106		13D/A		Page 17 of 17


				Blackstone Holdings III L.P.
				By: Blackstone Holdings III GP L.P., its general partner
				By: Blackstone Holdings III GP Management L.L.C., its general partner

				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director

				Blackstone Holdings III GP L.P.
				By: Blackstone Holdings III GP Management L.L.C., its general partner

				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director

				Blackstone Holdings III GP Management L.L.C.

				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director

				Blackstone Inc.

				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director

				Blackstone Group Management L.L.C.

				By:		/s/ Tabea Hsi
				Name:		Tabea Hsi
				Title:		Senior Managing Director

				Stephen A. Schwarzman

				/s/ Stephen A. Schwarzman

SCHEDULE I

Executive Officers and Directors of Blackstone Inc.

The name and principal occupation of each director and executive officer of Blackstone Inc. are set forth below. The address for each person listed below is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Right Honourable Brian Mulroney, who is a citizen of Canada.

OFFICERS:


Name		Present Principal Occupation or Employment
Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of Blackstone Inc.

Jonathan D. Gray		President, Chief Operating Officer of Blackstone Inc.

Michael S. Chae		Chief Financial Officer of Blackstone Inc.

John G. Finley		Chief Legal Officer of Blackstone Inc.

Vikrant Sawhney		Chief Administrative Officer of Blackstone Inc.

DIRECTORS:


Name		Present Principal Occupation or Employment
Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of Blackstone Inc.

Jonathan D. Gray		President, Chief Operating Officer of Blackstone Inc.

Kelly A. Ayotte		Former United States Senator from New Hampshire

Joseph P. Baratta		Global Head of Private Equity at Blackstone Inc.

James W. Breyer		Founder and Chief Executive Officer of Breyer Capital

Reginald J. Brown		Partner for the law firm, Kirkland & Ellis

Rochelle B. Lazarus		Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide

The Right Honourable Brian Mulroney		Senior Partner for the Montreal law firm, Norton Rose Fulbright Canada LLP

William G. Parrett		Retired CEO of Deloitte Touche Tohmatsu and retired Senior Partner of Deloitte (USA)

Ruth Porat		President and Chief Investment Officer; Chief Financial Officer of Alphabet Inc. and Google Inc.

SEC Form SC 13D/A filed by Viper Energy Inc. (Amendment)