Kimbell Royalty Partners, LP (Form: 4, Received: 07/14/2021 16:37:12)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KKR Group Partnership L.P.
2. Issuer Name and Ticker or Trading Symbol

Kimbell Royalty Partners, LP [ KRP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 30 HUDSON YARDS
3. Date of Earliest Transaction (MM/DD/YYYY)

7/12/2021
(Street)

NEW YORK, NY 10001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common units representing limited partner interests 7/12/2021  S  936094 D$12.2 2961389 I See footnotes (1)(3)(4)
Common units representing limited partner interests 7/12/2021  S  63906 D$12.2 202170 I See footnotes (2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These securities are held by M&E Mineral Holdings LLC (f/k/a EIGF Aggregator III LLC) ("M&E Mineral Holdings"). EIGF Aggregator LLC ("EIGF Aggregator") is the managing member of M&E Mineral Holdings. KKR Energy Income and Growth Fund I L.P. ("KKR Energy Income") is the managing member of EIGF Aggregator. KKR Associates EIGF L.P. ("KKR Associates") is the general partner of KKR Energy Income.
(2) These securities are held by TE Drilling Aggregator LLC ("TE Drilling Aggregator"). KKR Energy Income and Growth Fund I-TE L.P. ("KKR Energy Income TE") is the sole member of TE Drilling Aggregator, and KKR Associates EIGF TE L.P. ("KKR Associates TE") is the general partner of KKR Energy Income TE.
(3) KKR EIGF LLC ("KKR EIGF") is the general partner of KKR Associates and the general partner of KKR Associates TE. KKR Upstream Associates LLC ("KKR Upstream Associates") is the sole member of KKR EIGF. KKR Group Partnership L.P. ("KKR Group Partnership") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates. KKR Group Partnership is the sole member of KKR Upstream. KKR Group Holdings Corp. ("KKR Group Holdings") is the general partner of KKR Group Partnership. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLP ("KKR Management") is the Class B shareholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management.
(4) Each of the persons referred to in the above footnotes are collectively referred to herein as the "Reporting Persons." Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
KKR Group Partnership L.P.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001

X

KKR UPSTREAM LLC
C/O KKR, 30 HUDSON YARDS
NEW YORK, NY 10001

X

KKR Group Holdings Corp.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001

X

KKR & Co. Inc.
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001

X

KKR Management LLP
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001

X

KRAVIS HENRY R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
30 HUDSON YARDS
NEW YORK, NY 10001

X

ROBERTS GEORGE R
C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.
2800 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025

X


Signatures
KKR GROUP PARTNERSHIP L.P. By: KKR Group Holdings Corp., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer7/14/2021
**Signature of Reporting PersonDate

KKR UPSTREAM LLC By: /s/ David C. Rockecharlie Name: David C. Rockecharlie Title: Vice President7/14/2021
**Signature of Reporting PersonDate

KKR GROUP HOLDINGS CORP. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer7/14/2021
**Signature of Reporting PersonDate

KKR & CO. INC. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer7/14/2021
**Signature of Reporting PersonDate

KKR MANAGEMENT LLP By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer7/14/2021
**Signature of Reporting PersonDate

HENRY R. KRAVIS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact7/14/2021
**Signature of Reporting PersonDate

GEORGE R. ROBERTS By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact7/14/2021
**Signature of Reporting PersonDate


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).
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