Sitio Royalties Corp.'s Schedule 13G/A is filed by multiple Blackstone-related entities and Stephen A. Schwarzman to disclose holdings in the issuer's Class A Common Stock (CUSIP 82983N108). The filing states that, following the Merger Agreement dated June 2, 2025, on August 19, 2025 Sitio's Class C common stock was cancelled and Opco units converted into: 0.4855 LLC units in Viper Energy Partners LLC and 0.4855 shares of Class B common stock of Viper Energy, Inc. Each Reporting Person's cover page reports 0.00 shares beneficially owned and 0.0% of the Class A class. The statement disclaims that most Reporting Persons are beneficial owners of the Class A shares and clarifies organizational relationships among the Blackstone entities.
Positive
Clear disclosure that each Reporting Person reports 0.00 shares and 0.0% ownership of Class A Common Stock
Merger conversion terms explicitly stated: each Opco unit converted into 0.4855 LLC units in Viper Energy Partners LLC and 0.4855 Class B shares of Viper Energy, Inc.
Comprehensive mapping of organizational relationships among Blackstone entities and signatories, improving transparency
Negative
None.
Insights
TL;DR Reporting shows Blackstone-related parties disclose no beneficial ownership of Sitio Class A stock after the merger; conversion mechanics are specified.
The filing is primarily a compliance disclosure: it documents the corporate reorganization resulting from the merger and the conversion formula for Opco units into Viper equity units and Class B shares. The reported 0.00 shares and 0.0% holdings across multiple filing entities indicate no retained Class A exposure by these reporting persons. For analysts, the material item is the conversion ratio (0.4855/0.4855) which determines post-closing economic and governance allocation for former Opco holders.
TL;DR Filing clarifies ownership structure and expressly disclaims beneficial ownership by parent and affiliated entities.
The document carefully maps the chain of control among Blackstone entities and includes an explicit disclaimer that most Reporting Persons do not claim beneficial ownership of Class A shares. This is a standard governance disclosure to avoid Section 13(d) implications. The signatures from authorized signatories across entities demonstrate internal coordination and formal acknowledgement of the post-merger capital structure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Sitio Royalties Corp.
(Name of Issuer)
Class A Common Stock, $0.0001 Par Value
(Title of Class of Securities)
82983N108
(CUSIP Number)
08/19/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
BX Royal Aggregator LP
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
BCP VI/BEP Holdings Manager L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Energy Management Associates L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Management Associates VI L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone EMA L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
BMA VI L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
RRR Aggregator 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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
BX Primexx Topco 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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
BCP VII/BEP II Holdings Manager L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Energy Management Associates II L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Management Associates VII L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone EMA II L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
BMA VII L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Holdings 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
QUEBEC, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Holdings III GP 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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Holdings III GP Management L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Inc.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Blackstone Group Management L.L.C.
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82983N108
1
Names of Reporting Persons
Stephen A. Schwarzman
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sitio Royalties Corp.
(b)
Address of issuer's principal executive offices:
1401 Lawrence Street, Suite 1750, Denver, Colorado 80202.
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
(i) BX Royal Aggregator LP
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ii) BCP VI/BEP Holdings Manager L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(iii) Blackstone Energy Management Associates L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(iv) Blackstone Management Associates VI L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(v) Blackstone EMA L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(vi) BMA VI L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(vii) RRR Aggregator LLC
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(viii) BX Primexx Topco LLC
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ix) BCP VII/BEP II Holdings Manager L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(x) Blackstone Energy Management Associates II L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xi) Blackstone Management Associates VII L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xii) Blackstone EMA II L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xiii) BMA VII L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xiv) Blackstone Holdings III L.P.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Quebec, Canada
(xv) Blackstone Holdings III GP L.P.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xvi) Blackstone Holdings III GP Management L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xvii) Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xviii) Blackstone Group Management L.L.C.
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(xix) Stephen A. Schwarzman
c/o Blackstone Inc.
345 Park Avenue
New York, NY 10154
Citizenship: United States
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, par value $0.0001 per share, of the Issuer ("Class C Common Stock") issued and outstanding was automatically cancelled and ceased to exist and the common units representing limited partnership interests ("Opco Units") in Sitio Royalties Operating Partnership, LP ("Opco") 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.
BX Royal Aggregator LP and RRR Aggregator LLC are together referred to herein as the "Blackstone Funds."
BCP VI/BEP Holdings Manager L.L.C. is the general partner of BX Royal Aggregator LP. 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 LLC. 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.
Each such Reporting Person may be deemed to beneficially own the Class A Common Stock (as defined herein) beneficially owned directly by the Blackstone Funds or indirectly controlled by it or them, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds to the extent they directly hold Issuer securities reported herein) is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act.
(b)
Address or principal business office or, if none, residence:
See Item 2(a).
(c)
Citizenship:
See Item 2(a).
(d)
Title of class of securities:
Class A Common Stock, $0.0001 Par Value
(e)
CUSIP No.:
82983N108
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 (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations 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 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a)-(c) with respect to each Reporting Person is set forth in Rows 5-11 of the applicable cover page hereto, and is incorporated herein by reference.
(b)
Percent of class:
See Item 4(a).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 4(a).
(ii) Shared power to vote or to direct the vote:
See Item 4(a).
(iii) Sole power to dispose or to direct the disposition of:
See Item 4(a).
(iv) Shared power to dispose or to direct the disposition of:
See Item 4(a).
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
BX Royal Aggregator LP
Signature:
/s/ Robert Brooks
Name/Title:
By: BCP VI/BEP Holdings Manager L.L.C., its general partner, By: Robert Brooks, Authorized Signatory
Date:
08/21/2025
BCP VI/BEP Holdings Manager L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
Blackstone Energy Management Associates L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
By: Blackstone EMA L.L.C., its sole member, By: Robert Brooks, Authorized Signatory
Date:
08/21/2025
Blackstone Management Associates VI L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
By: BMA VI L.L.C., its sole member, By: Robert Brooks, Authorized Signatory
Date:
08/21/2025
Blackstone EMA L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
BMA VI L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
RRR Aggregator LLC
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
BX Primexx Topco LLC
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
BCP VII/BEP II Holdings Manager L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
Blackstone Energy Management Associates II L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
By: Blackstone EMA II L.L.C., its sole member, By: Robert Brooks, Authorized Signatory
Date:
08/21/2025
Blackstone Management Associates VII L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
By: BMA VII L.L.C., its sole member, By: Robert Brooks, Authorized Signatory
Date:
08/21/2025
Blackstone EMA II L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
BMA VII L.L.C.
Signature:
/s/ Robert Brooks
Name/Title:
Robert Brooks, Authorized Signatory
Date:
08/21/2025
Blackstone Holdings III L.P.
Signature:
/s/ Victoria Portnoy
Name/Title:
By Blackstone Holdings III GP L.P., By Blackstone Holdings III GP Management L.L.C., By Victoria Portnoy, Managing Director - Assistant Secretary
Date:
08/21/2025
Blackstone Holdings III GP L.P.
Signature:
/s/ Victoria Portnoy
Name/Title:
By: Blackstone Holdings III GP Management L.L.C., its general partner, By: Victoria Portnoy, Managing Director - Assistant Secretary
Date:
08/21/2025
Blackstone Holdings III GP Management L.L.C.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary
Date:
08/21/2025
Blackstone Inc.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary
Date:
08/21/2025
Blackstone Group Management L.L.C.
Signature:
/s/ Victoria Portnoy
Name/Title:
Victoria Portnoy, Managing Director - Assistant Secretary
What does the Schedule 13G/A for Sitio Royalties (STR) disclose?
The filing discloses that multiple Blackstone-related Reporting Persons report 0.00 shares and 0.0% ownership of Sitio's Class A Common Stock (CUSIP 82983N108).
What happened to Sitio's Class C common stock in the merger?
On August 19, 2025, each share of Sitio's Class C common stock was automatically cancelled and ceased to exist pursuant to the merger agreement.
How were Sitio Opco units converted in the transaction?
Each Opco unit converted into 0.4855 units of Viper Energy Partners LLC and 0.4855 shares of Class B common stock of Viper Energy, Inc.
Do the Blackstone Reporting Persons claim beneficial ownership of Sitio Class A shares?
The filing states that the Reporting Persons may be deemed to beneficially own shares held by the Blackstone Funds but expressly disclaims beneficial ownership for the other Reporting Persons.
Who signed the Schedule 13G/A for the Blackstone entities?
Authorized signatories include Robert Brooks for multiple entities and Victoria Portnoy and Stephen A. Schwarzman for others, all dated 08/21/2025.
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