SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Boaz Energy II, LLC

(Last) (First) (Middle)
201 WEST WALL STREET

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2018
3. Issuer Name and Ticker or Trading Symbol
PermRock Royalty Trust [ PRT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Trust Units representing Beneficial Interests 12,165,732(1) D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Boaz Energy II, LLC

(Last) (First) (Middle)
201 WEST WALL STREET

(Street)
MIDLAND TX 79701

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NGP X US Holdings LP

(Last) (First) (Middle)
5221 N. O'CONNOR BOULEVARD
SUITE 1100

(Street)
IRVING TX 75039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NGP Boaz Energy II Co-Invest LLC

(Last) (First) (Middle)
5221 N. O'CONNOR BOULEVARD
SUITE 1100

(Street)
IRVING TX 75039

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to a Conveyance of Net Profits Interest agreement (the "Conveyance") entered into between Boaz Energy II, LLC ("Boaz Energy") and Boaz Energy II Royalty, LLC, a wholly-owned subsidiary of Boaz Energy ("Boaz Royalty" and, together with Boaz Energy, the "Boaz Group"), the Boaz Group conveyed a net profits interest in certain properties located in the Permian Basin in Texas to the Issuer, effective as of January 1, 2018, in exchange for 12,165,732 units in the Issuer (the "Trust Units"). The Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (File No. 333-224191) relating to an offering of the Trust Units effective on May 1, 2018.
2. This form is filed jointly by each of the undersigned entities. Boaz Energy directly owns the Trust Units. All other reporting persons' ownership is indirect through Boaz Energy.
Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information
/s/ Boaz Energy II, LLC By: Marshall Eves, Chief Executive Officer 05/07/2018
/s/ NGP X US Holdings, L.P. By: NGP X Holdings GP, L.L.C., its general partner By: Tony R. Weber, Authorized Person 05/07/2018
/s/ NGP Boaz Energy II Co-Invest LLC By: G.F.W. Energy X, L.P., its managing member By: GFW X, L.L.C., its general partner By: Tony R. Weber, Authorized Person 05/07/2018
** Signature of Reporting Person Date
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 5 (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).
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