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

Ownership Document

Schema Version: X0306

Document Type: 4

Period of Report: 8/25/22

Not Subject to Section 16: 0

Issuer:

Issuer CIK: 1602065

Issuer Name: Viper Energy Partners LP

Issuer Trading Symbol: VNOM

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1404073

Owner Name: Blackstone Holdings III L.P.

Reporting Owner Address:

Owner Street 1: C/O BLACKSTONE INC.

Owner Street 2: 345 PARK AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10154

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1478809

Owner Name: Blackstone Holdings III GP L.P.

Reporting Owner Address:

Owner Street 1: C/O BLACKSTONE INC.

Owner Street 2: 345 PARK AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10154

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1478815

Owner Name: Blackstone Holdings III GP Management L.L.C.

Reporting Owner Address:

Owner Street 1: C/O BLACKSTONE INC.

Owner Street 2: 345 PARK AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10154

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1393818

Owner Name: Blackstone Inc.

Reporting Owner Address:

Owner Street 1: 345 PARK AVENUE

Owner Street 2:

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10154

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1404071

Owner Name: Blackstone Group Management L.L.C.

Reporting Owner Address:

Owner Street 1: C/O BLACKSTONE INC.

Owner Street 2: 345 PARK AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10154

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1070844

Owner Name: SCHWARZMAN STEPHEN A

Reporting Owner Address:

Owner Street 1: C/O BLACKSTONE INC.

Owner Street 2: 345 PARK AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10154

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Non-Derivative Table:

Non-Derivative Transaction:

Security Title:

Value: Common Units

Transaction Date:

Value: 8/25/22

Deemed Execution Date:

Transaction Coding:

Transaction Form Type: 4

Transaction Code: S

Equity Swap Involved? No

Transaction Timeliness:

Value:

Transaction Amounts:

Transaction Shares:

Value: 7,200

Transaction Price Per Share:

Value: 32.6835

Footnote ID: F1

Transaction Acquired-Disposed Code:

Value: D

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 862,800

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See Footnotes

Footnote ID: F2

Footnote ID: F4

Footnote ID: F5

Footnote ID: F6

Footnote ID: F7

Footnote ID: F8

Non-Derivative Holding:

Security Title:

Value: Common Units

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 11,300,000

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See Footnotes

Footnote ID: F3

Footnote ID: F4

Footnote ID: F5

Footnote ID: F6

Footnote ID: F7

Footnote ID: F8

Footnotes:

Footnote - F1: 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.

Footnote - F2: Reflects Common Units held directly by BX Guidon Topco LLC, a Delaware limited liability company ("BX Guidon Topco").

Footnote - F3: Reflects Common Units held directly by BX SWT ML Holdco LLC. BX Guidon Topco is the sole member of BX SWT ML Holdco LLC.

Footnote - F4: 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.

Footnote - F5: (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.

Footnote - F6: 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.

Footnote - F7: 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.

Footnote - F8: Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

Remarks: Form 2 of 2

Owner Signature:

Signature Name: 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

Signature Date: 8/29/22

Owner Signature:

Signature Name: 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

Signature Date: 8/29/22

Owner Signature:

Signature Name: BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director

Signature Date: 8/29/22

Owner Signature:

Signature Name: BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director

Signature Date: 8/29/22

Owner Signature:

Signature Name: BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director

Signature Date: 8/29/22

Owner Signature:

Signature Name: Stephen A. Schwarzman, /s/ Stephen A. Schwarzman

Signature Date: 8/29/22

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

Previous ‘4’: ‘4’ on 8/25/22 for 8/23/22 · Next: ‘4’ on / for 10/3/22 · Latest: ‘4’ on 4/3/24 for 4/1/24

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

Filing Table of Contents

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

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

Previous ‘4’: ‘4’ on 8/25/22 for 8/23/22 · Next: ‘4’ on / for 10/3/22 · Latest: ‘4’ on 4/3/24 for 4/1/24

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

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

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

Filing Table of Contents