UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

 

Delaware

 

47-5505475

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

777 Taylor Street, Suite 810

 

 

Fort Worth, Texas

 

76102

(Address of principal executive offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

 

Name of each exchange on which

Title of each class to be so registered

 

each class is to be registered

Common Units Representing Limited Partner Interests

 

New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  o

 

Securities Act registration statement file number to which this form relates (if applicable): 333-215458

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 


 

Item 1.    Description of Registrant’s Securities to be Registered.

 

A description of the common units representing limited partner interests in Kimbell Royalty Partners, LP (the “Registrant”) is set forth under the captions “Summary,” “Cash Distribution Policy and Restrictions on Distributions,” “How We Pay Distributions,” “Description of Our Common Units,” “The Partnership Agreement,” “Units Eligible for Future Sale” and “Material U.S. Federal Income Tax Consequences” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (Registration No. 333-215458), initially filed with the Securities and Exchange Commission on January 6, 2017 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference.

 

Item 2.    Exhibits.

 

Exhibit
Number

 

Description of Exhibit

 

 

 

1

 

Registrant’s Registration Statement on Form S-1 (Registration No. 333-215458), initially filed with the Securities and Exchange Commission on January 6, 2017, as amended (the “Form S-1 Registration Statement”) (incorporated herein by reference).

 

 

 

2

 

Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement).

 

 

 

3

 

Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).

 

 

 

4

 

Specimen Unit Certificate for the Common Units (included as Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant) (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).

 

2


 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: February 2, 2017

KIMBELL ROYALTY PARTNERS, LP

 

 

 

By:

Kimbell Royalty GP, LLC,

 

 

its general partner

 

 

 

 

By:

/s/ R. Davis Ravnaas

 

 

Name:

R. Davis Ravnaas

 

 

Title:

President and Chief Financial Officer

 

3


 

Exhibit Index

 

Exhibit
Number

 

Description of Exhibit

 

 

 

1

 

Registrant’s Registration Statement on Form S-1 (Registration No. 333-215458), initially filed with the Securities and Exchange Commission on January 6, 2017, as amended (the “Form S-1 Registration Statement”) (incorporated herein by reference).

 

 

 

2

 

Certificate of Limited Partnership of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Form S-1 Registration Statement).

 

 

 

3

 

Form of First Amended and Restated Agreement of Limited Partnership of the Registrant (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).

 

 

 

4

 

Specimen Unit Certificate for the Common Units (included as Exhibit A to the First Amended and Restated Agreement of Limited Partnership of the Registrant) (incorporated herein by reference to Appendix A to the prospectus included in the Form S-1 Registration Statement).

 

 

4