SEC FORM 3

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^*

Blackstone EMA II L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2022

3. Issuer Name and Ticker or Trading Symbol
Sitio Royalties Corp. [ STR ]

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)
Class C Common Stock⁽⁷⁾	8,637,727⁽⁷⁾	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class C Common Stock⁽⁷⁾	11,400,218⁽⁷⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Opco Units⁽⁷⁾	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	8,637,727⁽¹⁰⁾	⁽¹⁰⁾	I	See Footnotes⁽¹⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Opco Units⁽⁷⁾	⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	11,400,218⁽¹⁰⁾	⁽¹⁰⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾
Consideration Allocation Rights⁽⁸⁾	⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	57,288⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

Blackstone EMA II L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Management Associates VII L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

BMA VII L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Holdings III L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Holdings III GP L.P.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Holdings III GP Management L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Inc.

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O BLACKSTONE INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(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. Reflects securities directly held by BX Royal Aggregator LP. BCP VI/BEP Holdings Manager L.L.C. is the general partner of BX Royal Aggregator LP. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of BCP VI/BEP Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.

2. Reflects securities directly held by RRR Aggregator LLC. BX Primexx Topco LLC is the sole member of RRR Aggregator LLC. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C.

3. Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA L.L.C., BMA VI L.L.C., Blackstone EMA II L.L.C. and BMA VII 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. 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.

4. 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.

5. 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

6. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

7. On December 29, 2022, pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (the "merger agreement"), each share of Class C Common Stock ("Old Sitio Class C Common Stock") of Sitio Royalties Corp. (f/k/a Falcon Mineral Corporation) ("Old Sitio"), issued and outstanding was converted into one share of Class C Common Stock ("Issuer Class C Common Stock") of Snapper Merger Sub I, Inc., which entity was renamed "Sitio Royalties Corp." (the "Issuer") and the common units ("Opco Units") in Sitio Royalties Operating Partnership, LP ("Opco") continued to be held by the Reporting Persons became redeemable for shares of Issuer Class A Common Stock.

8. Old Sitio previously granted restricted stock awards, consisting of shares of Old Sitio Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC (the "DPM Members") (the "Stock Awards"). Old Sitio's obligations under the Stock Awards were assigned to the Issuer in connection with the transactions contemplated by the merger agreement. Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date.

9. (Continued from footnote 8) To the extent that a restricted stock award is forfeited, the shares of Issuer Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer and the Issuer will re-issue to the DPM Members, on a one-for-one basis, shares of Issuer Class C Common Stock and Opco Units, with RRR Aggregator LLC entitled to receive its pro rata portion of any such shares re-issued.

10. The terms of the Second Amended and Restated Agreement of Limited Partnership of Opco provide that, subject to certain restrictions contained therein, each holder of Opco Units (other than the Issuer) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer ("Class A Common Stock") on a one-for-one basis or, at Opco's election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date.

Remarks:

Form 2 of 2

	Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	12/29/2022
	Blackstone Management Associates VII L.L.C., By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	12/29/2022
	BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory	12/29/2022
	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/ TabeaHsi, Name: Tabea Hsi, Title: Senior Managing Director	12/29/2022
	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 ManagingDirector	12/29/2022
	Blackstone Holdings III GP Management L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	12/29/2022
	Blackstone Inc., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	12/29/2022
	Blackstone Group Management L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director	12/29/2022
	Stephen A. Schwarzman, /s/ Stephen A. Schwarzman	12/29/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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