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Schwarzman Stephen A, et al. – ‘4’ for 8/25/22 re: Viper Energy Partners LP

On:  Monday, 8/29/22, at 7:29pm ET   ·   For:  8/25/22   ·   As:  10% Owner   ·   Accession #:  899243-22-30010   ·   File #:  1-36505

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/29/22  Schwarzman Stephen A              4          10% Owner   1:15K  Viper Energy Partners LP          Donnelley Fin’l S… 06/FA
          Blackstone Inc.
          Blackstone Group Management L.L.C.
          Blackstone Holdings III L.P.
          Blackstone Holdings III GP L.P.
          Blackstone Holdings III GP Management L.L.C.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Form 4 Submission -- doc4.xml/3.6                   HTML     14K 




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Form 4 Submission
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Viper Energy Partners LP [ VNOM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
8/25/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Units 8/25/22S 7,200D$32.6835 (1)862,800ISee Footnotes (2) (4) (5) (6) (7) (8)
Common Units 11,300,000ISee Footnotes (3) (4) (5) (6) (7) (8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. 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: 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
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP L.P.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP Management L.L.C.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Inc.

(Last)(First)(Middle)
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A

(Last)(First)(Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORKNY10154

(City)(State)(Zip)
Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These common units ("Common Units") representing limited partner interests in Viper Energy Partners LP (the "Issuer") were sold in multiple transactions ranging from $32.50 to $32.805, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units sold at each separate price in the range set forth in this footnote.
(2)  Reflects Common Units held directly by BX Guidon Topco LLC, a Delaware limited liability company ("BX Guidon Topco").
(3)  Reflects Common Units held directly by BX SWT ML Holdco LLC. BX Guidon Topco is the sole member of BX SWT ML Holdco LLC.
(4)  The controlling membership interests of BX Guidon Topco are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI 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.
(5)  (continued from Footnote 4) 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.
(6)  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.
(7)  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 (the "Exchange Act"), 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 securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.
(8)  Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
Remarks:
Form 2 of 2
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 8/29/22
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 8/29/22
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 8/29/22
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 8/29/22
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 8/29/22
Stephen A. Schwarzman, /s/ Stephen A. Schwarzman 8/29/22
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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