Viper Energy, Inc.
|
(Name of Issuer)
|
Class A Common Stock, $0.000001 Par Value
|
(Title of Class of Securities)
|
927959106
|
(CUSIP Number)
|
CUSIP No. 927959106
|
13D
|
1
|
NAME OF REPORTING PERSONS
Diamondback Energy, Inc.
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) □
(b) □
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
□
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
85,431,453 (1)
|
|||
OWNED BY
EACH
REPORTING
PERSON WITH
|
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
85,431,453 (1)
|
||||
10
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,431,453 (1)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|
□
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
48.3%
|
||||
14
|
TYPE OF REPORTING PERSON*
CO, HC
|
(1)
|
The above information is provided as of the date of this filing. Includes 77,364,925 shares of Class B common stock, par value $0.000001 per share (the “Class B Common Stock”), of Viper
Energy, Inc (the “Issuer”) and an equal number of units (the “OpCo Units”) of Viper Energy Partners LLC (the “Operating Company”) held by Diamondback Energy, Inc. (“Diamondback”) and 8,066,528 shares of Class B Common Stock and OpCo Units
held by Diamondback E&P LLC, a wholly owned subsidiary of Diamondback (“Diamondback E&P”). As of the date hereof, Diamondback and Diamondback E&P each had the right to exchange their Class B Common Stock and an equal number of
OpCo Units on a one-for-one basis for Class A common stock, par value $0.000001 per share (the “Class A Common Stock”), of the Issuer.
|
CUSIP No. 927959106
|
13D
|
1
|
NAME OF REPORTING PERSONS
Diamondback E&P LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) □
(b) □
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS
WC
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
|
□
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
|
7
|
SOLE VOTING POWER
8,066,528 (1)
|
|||
OWNED BY
EACH
REPORTING
PERSON WITH
|
8
|
SHARED VOTING POWER
0
|
|||
9
|
SOLE DISPOSITIVE POWER
8,066,528 (1)
|
||||
10
|
SHARED DISPOSITIVE POWER
0
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,066,528 (1)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|
□
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
8.1%
|
||||
14
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
The above information is provided as of the date of this filing. Includes 8,066,528 shares of Class B Common Stock of the Issuer and an equal number of OpCo Units held by Diamondback
E&P. As of the date hereof, Diamondback E&P had the right to exchange their Class B Common Stock and an equal number of OpCo Units on a one-for-one basis for Class A Common Stock.
|
a)
|
Amount beneficially owned: 85,431,453 (1)
|
Percentage: 48.3%
|
|||||||||
b)
|
Number of shares to which Diamondback has:
|
||||||||||
i.
|
Sole power to vote or to direct the vote:
|
85,431,453 (1)
|
|||||||||
ii.
|
Shared power to vote or to direct the vote:
|
0
|
|||||||||
iii.
|
Sole power to dispose or to direct the disposition of:
|
85,431,453 (1)
|
|||||||||
iv.
|
Shared power to dispose or to direct the disposition of:
|
0
|
|||||||||
(1) Includes 77,364,925 Class B Units and 77,364,925 OpCo Units held by Diamondback, and 8,066,528 Class B Units
and 8,066,528 OpCo Units held by Diamondback’s wholly owned subsidiary, Diamondback E&P. Diamondback and its subsidiary will have the right to exchange their shares of Class B Common Stock and an equal number of OpCo Units on a
one-for-one basis for shares of Class A Common Stock.
|
|||||||||||
Name
|
Class A Common Stock Beneficially Owned
|
Percentage of Class
Beneficially Owned |
|
Travis D. Stice
|
106,169
|
*
|
|
M. Kaes Van’t Hof
|
35,362
|
*
|
|
Daniel N. Wesson
|
2,500
|
*
|
|
Matt Zmigrosky
|
4,253
|
*
|
|
Teresa L. Dick
|
11,540
|
*
|
|
Albert Barkmann
|
1,000
|
*
|
|
Jere W. Thompson III
|
0
|
*
|
|
Vincent K. Brooks
|
0
|
*
|
|
David L. Houston
|
0
|
*
|
|
Rebecca A. Klein
|
0
|
*
|
|
Stephanie K. Mains
|
0
|
*
|
|
Mark L. Plaumann
|
0
|
*
|
|
Melanie M. Trent
|
0
|
*
|
|
Frank D. Tsuru
|
0
|
*
|
|
Steven E. West
|
22,197
|
(1)
|
*
|
|
Diamondback Energy, Inc.
|
|
|
|
|
|
By: /s/ P. Matt Zmigrosky
Name: P. Matt ZmigroskyTitle: Executive Vice President, Chief Legal and Administrative Officer and Secretary
|
|
|
Diamondback E&P LLC
|
|
By: /s/ P. Matt Zmigrosky |
||
Name: P. Matt Zmigrosky | ||
Title: Executive Vice President, Chief Legal and Administrative Officer and Secretary |