STR Form 4: Insider Ownership Drops to Zero After Merger Conversion
Rhea-AI Filing Summary
Sitio Royalties Corp. insider Noam Lockshin reported a disposition of 51,037 shares of Class A common stock on 08/19/2025. The filing shows the sale occurred because the Merger Agreement among Sitio, New Viper and related entities was consummated on that date, resulting in Sitio becoming a subsidiary of New Viper and a conversion of equity awards. Following the reported transaction the reporting person beneficially owned 0 shares of Sitio Class A common stock. The Form 4 notes that deferred restricted stock units fully vested and were canceled and converted into New Viper Class A shares at a conversion ratio of 0.4855 per Sitio share. The form was signed by attorney-in-fact Brett S. Riesenfeld.
Positive
- Transaction executed pursuant to a completed Merger Agreement, indicating the disposition was part of a planned corporate transaction
- Deferred restricted stock units vested and converted into New Viper shares at a disclosed conversion ratio of 0.4855 per Sitio share, showing defined treatment of equity awards
Negative
- Reporting person’s beneficial ownership of Sitio Class A common stock reduced to 0 following the reported transaction
- Form 4 does not report any separate open-market sales, so post-merger liquidity or retention of New Viper shares is not disclosed here
Insights
TL;DR: Insider disposition tied to a corporate merger; ownership reduced to zero and awards converted under stated ratio.
The Form 4 documents a non-discretionary disposition of 51,037 Sitio Class A shares by director Noam Lockshin on 08/19/2025, executed pursuant to the Merger Agreement that completed that day. The filing does not report open-market sales but reflects conversion and cancellation mechanics driven by the corporate transaction. The conversion of deferred restricted stock units into New Viper Class A shares at a 0.4855 ratio is disclosed, which is a contractual equity exchange rather than an opportunistic sale. For investors, this is a routine ownership reconciliation after a company-sale event rather than an independent liquidity signal.
TL;DR: The disposition is a merger-related closing adjustment; equity awards vested and converted per the merger terms.
The explanatory notes tie the reported disposition directly to the multi-step merger structure: public-company mergers that resulted in Sitio becoming a New Viper subsidiary and a subsequent Opco merger. The Form 4 clarifies that deferred restricted stock units immediately vested, were canceled, and converted into New Viper shares based on a 0.4855-for-1 exchange. This filing documents post-closing equity mechanics that implement merger consideration and does not disclose separate voluntary disposals or market transactions by the reporting person.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 51,037 | $0.00 | -- |
Footnotes (1)
- On August 19, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated June 2, 2025, (the "Merger Agreement"), by and among Viper Energy, Inc., a Delaware corporation ("Viper"), Viper Energy Partners LLC, a Delaware limited liability company ("Viper Opco"), New Cobra Pubco, Inc., a Delaware corporation and a wholly owned subsidiary of Viper ("New Viper"), Cobra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Viper Merger Sub"), Scorpion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of New Viper ("Sitio Merger Sub"), Sitio Royalties Corp., a Delaware corporation (the "Company"), and Sitio Royalties Operating Partnership, LP, a Delaware limited partnership ("Sitio Opco") were consummated. Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: Pursuant to the terms of the Merger Agreement, New Viper acquired the Company in an all-equity transaction through: (i) the merger (the "Viper Pubco Merger") of Viper Merger Sub with and into Viper, with Viper continuing as the surviving corporation and a wholly owned subsidiary of New Viper, (ii) simultaneously with the Viper Pubco Merger, the merger of Sitio Merger Sub with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of New Viper (the "Sitio Pubco Merger" and, together with the Viper Pubco Merger, the "Pubco Mergers"), and (iii) immediately following the Pubco Mergers, the merger of Sitio Opco with and into Viper Opco, with Viper Opco continuing as the surviving entity, in each case on the terms set forth in the Merger Agreement. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person. Pursuant to the Merger Agreement, by virtue of the Sitio Pubco Merger, each award of deferred restricted stock units in respect of the Company's Class A common stock, par value $0.0001 per share ("Sitio Class A Common Stock"), outstanding immediately prior to the time and date that the Sitio Pubco Merger became effective immediately vested in full (to the extent unvested) and was canceled and converted into the right to receive from New Viper that number of fully paid and nonassessable shares of Class A common stock, par value $0.000001 per share, of New Viper, equal to 0.4855, in respect of each share of Sitio Class A Common Stock subject thereto.
