UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Kimbell Royalty Partners, LP
(Name of Issuer)
Common Units Representing Partnership Interests
(Title of Class of Securities)
49435R102
(CUSIP Number)
August 8, 2024
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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 (“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).
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Partners Affiliates III, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 21,167 common units representing limited partner
interests (“Common Units”) in Kimbell Royalty Partners, L.P. (the “Issuer”) held by the Reporting Person, 968,639
Common Units held by REP HR II, L.P., 8,806 Common Units held by Ridgemont Equity Partners Affiliates II-B, L.P., 1,282,093 Common Units
held by REP HR III, L.P., and 977,445 Common Units held by Ridgemont Equity Partners Energy Opportunity Fund, L.P. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
REP HR III, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 1,282,093 Common Units held by the Reporting Person,
968,639 Common Units held by REP HR II, L.P., 8,806 Common Units held by Ridgemont Equity Partners Affiliates II-B, L.P., 977,445 Common
Units held by Ridgemont Equity Partners Energy Opportunity Fund, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates
III, L.P. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Management III, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 1,282,093 Common Units held by REP HR III, L.P.,
968,639 Common Units held by REP HR II, L.P., 8,806 Common Units held by Ridgemont Equity Partners Affiliates II-B, L.P., 977,445 Common
Units held by Ridgemont Equity Partners Energy Opportunity Fund, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates
III, L.P. The Reporting Person is the general partner of Ridgemont Equity Partners Affiliates III, L.P. and REP HR III, L.P. and may
be deemed to beneficially own all of the reported Common Units that are deemed to be beneficially owned by such Reporting Persons. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Management III, LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| (1) | Represents 968,639 Common Units held by REP HR II, L.P., 8,806
Common Units held by Ridgemont Equity Partners Affiliates II-B, L.P., 1,282,093 Common Units held by REP HR III, L.P., 977,445 Common
Units held by Ridgemont Equity Partners Energy Opportunity Fund, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates
III, L.P. The Reporting Person is the general partner of Ridgemont Equity Management III, L.P. and may be deemed to beneficially own
all of the reported Common Units that are deemed to be beneficially owned by such Reporting Person. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Partners Energy Opportunity Fund, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 977,445 Common Units held by the Reporting Person,
968,639 Common Units held by REP HR II, L.P., 8,806 Common Units held by Ridgemont Equity Partners Affiliates II-B, L.P., 1,282,093 Common
Units held by REP HR III, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates III, L.P. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Energy Management, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 977,445 Common Units held by Ridgemont Equity Partners
Energy Opportunity Fund, L.P., 968,639 Common Units held by REP HR II, L.P., 8,806 Common Units held by Ridgemont Equity Partners Affiliates
II-B, L.P., 1,282,093 Common Units held by REP HR III, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates III,
L.P. The Reporting Person is the general partner of Ridgemont Equity Partners Opportunity Fund, L.P. and may be deemed to beneficially
own all of the reported Common Units that are deemed to be beneficially owned by such Reporting Person. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Energy Management, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| (1) | Represents 977,445 Common Units held by Ridgemont Equity Partners
Energy Opportunity Fund, L.P., 968,639 Common Units held by REP HR II, L.P., 8,806 Common Units held by Ridgemont Equity Partners Affiliates
II-B, L.P., 1,282,093 Common Units held by REP HR III, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates III,
L.P. The Reporting Person is the general partner of Ridgemont Equity Energy Management, L.P. and may be deemed to beneficially own all
of the reported Common Units that are deemed to be beneficially owned by such Reporting Person. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
REP HR II, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 968,639 Common Units held by the Reporting Person,
8,806 Common Units held by Ridgemont Equity Partners Affiliates II-B, L.P., 1,282,093 Common Units held by REP HR III, L.P., 977,445
Common Units held by Ridgemont Equity Partners Energy Opportunity Fund, L.P., and 21,167 Common Units held by Ridgemont Equity Partners
Affiliates III, L.P. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Partners Affiliates II-B, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 8,806 Common Units held by the Reporting Person,
968,639 Common Units held by REP HR II, L.P., 1,282,093 Common Units held by REP HR III, L.P., 977,445 Common Units held by Ridgemont
Equity Partners Energy Opportunity Fund, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates III, L.P. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Management II, L.P.
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
| (1) | Represents 8,806 Common Units held by the Ridgemont Equity Partners
Affiliates II-B, L.P., 968,639 Common Units held by REP HR II, L.P., 1,282,093 Common Units held by REP HR III, L.P., 977,445 Common
Units held by Ridgemont Equity Partners Energy Opportunity Fund, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates
III, L.P. The Reporting Person is the general partner of REP HR II, L.P. and Ridgemont Equity Partners Affiliates II-B, L.P. and may
be deemed to beneficially own all of the reported Common Units that are deemed to be beneficially owned by such Reporting Persons. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
| 1 |
NAMES OF REPORTING PERSONS
Ridgemont Equity Management II, LLC
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,258,150 (1) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
3,258,150 (1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,150 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0% (2) |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| (1) | Represents 8,806 Common Units held by the Ridgemont Equity Partners
Affiliates II-B, L.P., 968,639 Common Units held by REP HR II, L.P., 1,282,093 Common Units held by REP HR III, L.P., 977,445 Common
Units held by Ridgemont Equity Partners Energy Opportunity Fund, L.P., and 21,167 Common Units held by Ridgemont Equity Partners Affiliates
III, L.P. The Reporting Person is the general partner of Ridgemont Equity Management II, L.P. and Ridgemont Equity Partners Affiliates
II-B, L.P. and may be deemed to beneficially own all of the reported Common Units that are deemed to be beneficially owned by such Reporting
Persons. |
| (2) | This calculation is based on a total of 80,969,651 Common Units
outstanding as of July 26, 2024, as reported in the Company’s Form 10-Q filed with the SEC on August 1, 2024. |
This Amendment No. 1 amends and supplements
the Schedule 13G filed by Ridgemont Equity Partners Affiliates III, L.P., a Delaware limited partnership, REP HR III, L.P., a Delaware
limited partnership, Ridgemont Equity Management III, L.P., a Delaware limited partnership, Ridgemont Equity Management III, LLC, a Delaware
limited liability company, REP HR II, L.P., a Delaware limited partnership, Ridgemont Equity Partners Affiliates II-B, L.P., a Delaware
limited partnership, Ridgemont Equity Management II, L.P., a Delaware limited partnership, Ridgemont Equity Management II, LLC, a Delaware
limited liability company, Ridgemont Equity Partners Energy Opportunity Fund, L.P., a Delaware limited partnership, Ridgemont Equity Energy
Management, L.P., a Delaware limited partnership, and Ridgemont Equity Energy Management, LLC, a Delaware limited liability company (collectively,
the “Reporting Persons” and each a “Reporting Person”) with the Securities and Exchange Commission on December
23, 2022 relating to the common units representing limited partner interests (“Common Units”) in Kimbell Royalty Partners,
L.P. (the “Issuer”).
Item 1(a). Name of Issuer:
Kimbell Royalty Partners, L.P., a Delaware limited partnership
Item 1(b). Address of Issuer’s Principal Executive
Offices:
777 Taylor Street, Suite 810
Fort Worth, Texas 76102
Item 2(a). Name of Person Filing:
This statement is filed by the Reporting Persons with respect
to the Common Units of the Issuer.
Item 2(b). Address of Principal Business Office or, if
None, Residence:
The address of the business office of each of the Reporting
Persons is:
101 S Tryon Street, Suite 3400
Charlotte, NC 28280
Item 2(c). Citizenship:
Citizenship is set forth in Row 4 of
the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 2(d). Title of Class of Securities:
Common Units representing limited partner
interests in the Issuer.
Item 2(e). CUSIP Number:
49435R102
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
| (a) |
¨ | Broker or dealer registered under Section 15 of the Act; |
| (b) |
¨ | Bank as defined in Section 3(a)(6) of the Act; |
| (c) |
¨ | Insurance company as defined in Section 3(a)(19) of the
Act; |
| (d) |
¨ | Investment company registered under Section 8 of the Investment
Company Act of 1940; |
| (e) | ¨ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) |
¨ | An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F); |
| (g) |
¨ | A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); |
| (h) |
¨ | A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
¨ | A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940; |
| (j) |
¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) |
¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. Ownership.
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set
forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following: x*
*Represents an exit filing for each
of the Reporting Persons herein.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person.
Not applicable
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Member of
the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect, other than activities solely in connection with a nomination under § 240.14a-11.
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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RIDGEMONT EQUITY PARTNERS AFFILIATES III, L.P. |
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BY: RIDGEMONT EQUITY MANAGEMENT III, L.P., its general partner |
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BY: RIDGEMONT EQUITY MANAGEMENT III, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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REP HR III, L.P. |
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BY: RIDGEMONT EQUITY MANAGEMENT III, L.P., its general partner |
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BY: RIDGEMONT EQUITY MANAGEMENT III, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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RIDGEMONT EQUITY MANAGEMENT III, L.P. |
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BY: RIDGEMONT EQUITY MANAGEMENT III, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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RIDGEMONT EQUITY MANAGEMENT III, LLC |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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RIDGEMONT EQUITY PARTNERS ENERGY OPPORTUNITY FUND, L.P. |
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BY: RIDGEMONT EQUITY ENERGY MANAGEMENT, L.P., its general partner |
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BY: RIDGEMONT EQUITY ENERGY MANAGEMENT, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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RIDGEMONT EQUITY ENERGY MANAGEMENT, L.P. |
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BY: RIDGEMONT EQUITY ENERGY MANAGEMENT, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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RIDGEMONT EQUITY ENERGY MANAGEMENT, LLC |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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REP HR II, L.P. |
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BY: RIDGEMONT EQUITY MANAGEMENT II, L.P., its general partner |
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BY: RIDGEMONT EQUITY MANAGEMENT II, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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RIDGEMONT EQUITY PARTNERS AFFILIATES II-B, L.P. |
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BY: RIDGEMONT EQUITY MANAGEMENT II, L.P., its general partner |
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BY: RIDGEMONT EQUITY MANAGEMENT II, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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|
Title: Authorized Signatory |
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RIDGEMONT EQUITY MANAGEMENT II, L.P. |
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BY: RIDGEMONT EQUITY MANAGEMENT II, LLC, its general partner |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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|
Title: Authorized Signatory |
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RIDGEMONT EQUITY MANAGEMENT II, LLC |
| Dated: August 13, 2024 |
By: |
/s/ John A. Shimp |
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Name: John A. Shimp |
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Title: Authorized Signatory |
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