KKR & Co. Inc. — Director's Dealing 2018

Sep 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Kimbell Royalty Partners, LP (KRP)
CIK: 0001657788
Period of Report: 2018-09-23

Reporting Person: KKR Fund Holdings L.P. (N/A)
Reporting Person: KKR UPSTREAM LLC (N/A)
Reporting Person: KKR Fund Holdings GP Ltd (N/A)
Reporting Person: KKR Group Holdings Corp. (N/A)
Reporting Person: KKR & Co. Inc. (N/A)
Reporting Person: KKR Management LLC (N/A)
Reporting Person: KRAVIS HENRY R (N/A)
Reporting Person: ROBERTS GEORGE R (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-23	Common units representing limited partner interests	J	4599554	—	Disposed	0	Indirect
2018-09-23	Common units representing limited partner interests	J	314005	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-23	OpCo Units	$	J	4599554	Acquired		Common units representing limited partner interests (4599554)	Indirect
2018-09-23	OpCo Units	$	J	314005	Acquired		Common units representing limited partner interests (314005)	Indirect

Footnotes

F1: Pursuant to the terms of a Recapitalization Agreement, dated July 24, 2018, the Reporting Persons exchanged all common units representing limited partner interests ("Common Units") of Kimbell Royalty Partners, LP (the "Issuer") owned on a one-for-one basis for "OpCo Units", which represent limited liability company units of Kimbell Royalty Operating, LLC, and an equal number of Class B common units ("Class B Units") of the Issuer. Pursuant to the terms of an Exchange Agreement, dated September 23, 2018, OpCo Units, together with an equal number of Class B Units, are exchangeable on a one-for-one basis for Common Units at the discretion of the holder.

F2: These securities are held by EIGF Aggregator III LLC ("EIGF Aggregator III"). EIGF Aggregator LLC ("EIGF Aggregator") is the managing member of EIGF Aggregator III. KKR Energy Income and Growth Fund I L.P. ("KKR Energy Income") is the managing member of EIGF Aggregator. KKR Associates EIGF L.P. ("KKR Associates") is the general partner of KKR Energy Income.

F3: These securities are held by TE Drilling Aggregator LLC ("TE Drilling Aggregator"). KKR Energy Income and Growth Fund I-TE L.P. ("KKR Energy Income TE") is the sole member of TE Drilling Aggregator, and KKR Associates EIGF TE L.P. ("KKR Associates TE") is the general partner of KKR Energy Income TE.

F4: KKR EIGF LLC ("KKR EIGF") is the general partner of KKR Associates and the general partner of KKR Associates TE. KKR Upstream Associates LLC ("KKR Upstream Associates") is the sole member of KKR EIGF. KKR Fund Holdings L.P. ("KKR Fund Holdings") and KKR Upstream LLC ("KKR Upstream") are the members of KKR Upstream Associates and KKR Fund Holdings is the sole member of KKR Upstream. KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") is a general partner of KKR Fund Holdings. KKR Group Holdings Corp. ("KKR Group Holdings") is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings. KKR & Co. Inc. ("KKR & Co.") is the sole shareholder of KKR Group Holdings. KKR Management LLC ("KKR Management") is the controlling shareholder of KKR & Co. Messrs. Kravis and Roberts are the designated members of KKR Management.

F5: Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.