| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | KRP | Common Units | 4.54M | May 17, 2023 | See footnotes | F2, F4 | |||||
| holding | KRP | Class B Common Units | 5.37M | May 17, 2023 | See footnotes | F1, F2, F3, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | KRP | OpCo Common Units | May 17, 2023 | Common Units | 5.37M | $0.00 | See footnotes | F1, F2, F3, F5, F6 |
| Id | Content |
|---|---|
| F1 | The Class B units ("Class B Units") representing limited partner interests in Kimbell Royalty Partners, LP (the "Issuer") have no economic rights, but each entitles the holder thereof to one vote on all matters to be voted on by unitholders of the Issuer generally. Class B Units, together with an equivalent number of common units ("OpCo Common Units") representing limited liability company interests in Kimbell Royalty Operating, LLC ("OpCo"), are exchangeable from time to time by holders thereof for common units ("Common Units") representing limited partner interests in the Issuer on a one-for-one basis or, at OpCo's election, for cash. |
| F2 | EnCap Partners GP, LLC ("EnCap Partners GP") is the sole general partner of EnCap Partners, LP, which is the managing member of EnCap Investments Holdings, LLC, which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the general partner of EnCap Investments L.P. ("EnCap Investments LP"), which is the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), which is the general partner of EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII"). |
| F3 | (Continued from Footnote 2) Additionally, EnCap Investments LP is the general partner of EnCap Equity Fund IX GP, L.P. ("EnCap Fund IX GP"), which is the general partner of EnCap Energy Capital Fund IX, L.P. ("EnCap Fund IX"), which is the sole stockholder of Sabalo Midland Basin, Inc. ("Sabalo Midland Basin"), which is the general partner of MB Minerals, L.P. ("MB Minerals"). |
| F4 | These securities are directly held by Fund VIII. EnCap Partners GP indirectly manages EnCap Fund VIII. Therefore, EnCap Partners GP may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. None of the Reporting Persons other than EnCap Partners GP and EnCap Fund VIII have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein. |
| F5 | These securities are directly held by MB Minerals. On April 11, 2023, pursuant to the purchase and sale agreement (the "Kimbell PSA") by and among MB Minerals, Barry Clark, Michael F. Dignam Jr., Thomas A. Medary, Wayne A. Psencik and the Issuer and Kimbell Royalty Operating, LLC, MB Minerals received 5,369,218 OpCo Units and an equivalent amount of Class B Units. EnCap Partners GP indirectly manages Fund IX, which is the sole stockholder of Sabalo Midland Basin, which is the general partner of MB Minerals. Therefore, EnCap Partners GP, EnCap Fund IX and Sabalo Midland Basin may be deemed to share voting or dispositive power over these securities and may also be deemed to be indirect beneficial owners of these securities. |
| F6 | (Continued from Footnote 5) None of the Reporting Persons other than EnCap Partners GP, EnCap Fund IX, Sabalo Midland Basin and MB Minerals have or should be deemed to have any direct or indirect beneficial ownership interest in these securities, and all of the Reporting Persons disclaim beneficial ownership of these securities except to the extent of any such Reporting Person's pecuniary interest therein. |
7. Signed by Barry Clark in his capacity as President of Sabalo Midland Basin, the general partner of MB Minerals. 8. Signed by Barry Clark in his capacity as President of Sabalo Midland Basin. 9. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP, the sole General Partner of EnCap Partners LP, the Managing Member of EnCap Investment Holdings, the General Partner of EnCap Investments GP, the General Partner of EnCap Investments LP, the General Partner of EnCap Fund IX GP, the General Partner of EnCap Fund IX. 10. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP, the sole General Partner of EnCap Partners LP, the Managing Member of EnCap Investment Holdings, the General Partner of EnCap Investments GP, the General Partner of EnCap Investments LP the General Partner of EnCap Equity Fund VIII GP, L.P., the General Partner of EnCap Energy Capital Fund VIII, L.P. 11. Signed by Douglas E. Swanson, Jr. in his capacity as a Managing Partner of EnCap Partners GP.