Sitio Royalties (STR) Form 4 Shows Class C Cancellation and Opco Conversion
Rhea-AI Filing Summary
Sitio Royalties Corp. (STR) Form 4 filing reports ownership changes tied to a June 2, 2025 merger agreement. On 08/19/2025, all outstanding Class C common shares were cancelled and Opco units converted into interests in Viper Energy Partners LLC and Class B common stock of Viper Energy, Inc., and related securities held by reporting entities were disposed such that the reporting persons show 0 shares of the Issuer's Class A common stock following the transactions. The filing also states that previously granted restricted stock awards fully vested at closing and that certain reissuance mechanics exist for forfeited restricted shares. Multiple Blackstone-related entities and managers are listed as reporting persons and the Form is one of two parts filed.
Positive
- Merger conversion completed: Class C common stock cancelled and Opco units converted per the merger agreement dated June 2, 2025, executed 08/19/2025.
- Restricted stock awards vested in connection with the closing, resolving contingent executive holdings.
Negative
- Reporting persons show 0 Class A common shares beneficially owned following the reported transactions.
- Complex ownership structure across many Blackstone entities required multiple filings and disclaimers, which may complicate investor clarity on ultimate beneficial ownership.
Insights
TL;DR: Post-merger conversion and cancellation of Class C shares left Blackstone-related reporting entities with zero Class A shares reported.
The filing documents an automatic cancellation of Class C common stock and conversion of Opco units under the merger agreement dated June 2, 2025, executed on 08/19/2025. Reported disposals and conversions result in 0 Class A common shares beneficially owned by the reporting persons after the transactions. The filing clarifies ownership chains among multiple Blackstone entities and confirms that executive restricted stock awards vested at closing, removing contingent holdings. For investors, this is an ownership-structure update following a corporate combination rather than an open-market sale or purchase activity.
TL;DR: The Form 4 is a routine regulatory disclosure reflecting structural changes from a merger, not active trading.
The document describes structural effects of the Agreement and Plan of Merger: cancellation of Class C common stock and conversion of Opco units into Viper Energy interests and Class B stock. It records that restricted awards vested at closing and that separate Form 4 filings were required for some reporting persons. The extensive footnotes map complex ownership and control among Blackstone affiliates, showing who filed and disclaimers of broader beneficial ownership claims. This is a material corporate event for capitalization and ownership records, but the filing itself serves as a compliance disclosure rather than indicating independent investment decisions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Opco Units | 8,637,727 | $0.00 | -- |
| Other | Opco Units | 11,400,218 | $0.00 | -- |
| Other | Consideration Allocation Rights | 57,288 | $0.00 | -- |
| Other | Class C Common Stock | 8,637,727 | $0.00 | -- |
| Other | Class C Common Stock | 11,400,218 | $0.00 | -- |
Footnotes (1)
- Reflects securities directly held by BX Royal Aggregator LP ("Royal Aggregator"). Reflects securities directly held by RRR Aggregator LLC ("RRR Aggregator"). BCP VI/BEP Holdings Manager L.L.C. is the general partner of Royal Aggregator. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of BCP VI/BEP Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. BX Primexx Topco LLC is the sole member of RRR Aggregator. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BMA VII 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. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone 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. The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP ("Opco") provide that, subject to certain restrictions contained therein, each holder of the common units ("Opco Units") in Opco (other than Sitio Royalties Corp. (the "Issuer")) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer on a one-for-one basis or, at Opco's election, an equivalent amount of cash. (Continued from Footnote 6) The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock of the Issuer in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date. On August 19, 2025, pursuant to the Agreement and Plan of Merger, dated as of June 2, 2025 (the "merger agreement"), each share of Class C Common Stock of the Issuer issued and outstanding was automatically cancelled and ceased to exist and the Opco Units converted into the right to receive (i) 0.4855 units representing limited liability company interests in Viper Energy Partners LLC and (ii) 0.4855 shares of Class B common stock of Viper Energy, Inc. The Issuer previously granted restricted stock awards (the "Stock Award"), consisting of shares of the Issuer's Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC (the "DPM Members") (the "Restricted Shares"). Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. To the extent that a restricted stock award is forfeited, the shares of Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer. (Continued from Footnote 9) In connection with the foregoing, the Issuer and the DPM Members entered into that certain Assignment and Allocation Agreement, dated as of June 7, 2022 (the "Allocation Agreement"), pursuant to which the Issuer agreed that it would re-issue to the DPM Members, on a one-for-one basis, shares of Class C Common Stock and Opco Units to the extent Restricted Shares are forfeited by the original holders thereof, with RRR Aggregator entitled to receive its pro rata portion of any such shares re-issued. The Reporting Persons are no longer entitled to receive such securities as all of the Stock Awards vested in connection with the closing of the transactions contemplated by the merger agreement. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
