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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| 500 WEST TEXAS AVENUE, SUITE 1200 |
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(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
09/12/2014
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3. Issuer Name and Ticker or Trading Symbol
Viper Energy Partners LP
[ VNOM ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
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| No securities are beneficially owned. |
|
/s/ W. Duncan Kennedy |
09/19/2014 |
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** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
POWER OF ATTORNEY
For Executing Forms 3, 4, 5 and 144
The undersigned hereby constitutes and appoints Randall J. Holder and
Teresa L. Dick, or either of them acting without the other, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned any Form 3, Form 4,
Form 5 and Form 144 (including any amendments, corrections,
supplements or other changes thereto) in accordance with Section
16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any Form
3, Form 4, Form 5 or Form 144 (including any amendments,
corrections, supplements or other changes thereto) and timely file
the forms or schedules with the Securities and Exchange Commission
and any stock exchange or quotation system, self-regulatory
association or any other authority, and provide a copy as required
by law or advisable to such persons as the attorney-in-fact deems
appropriate; and
3. take any other action in connection with the foregoing that, in the
opinion of the attorney-in-fact, may be of benefit to, in the best
interest of or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall
be in the form and shall contain the terms and conditions as the
attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform all and every act requisite, necessary or proper to
be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and powers granted herein.
The undersigned acknowledges that the attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming (nor is Viper
Energy Partners LP, Viper Energy Partners GP LLC nor any of their affiliates
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Viper Energy Partners LP, Viper Energy Partners GP LLC and
each of their affiliates and each such attorney-in- fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of
or are based upon any untrue statements or omissions of necessary facts in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness in the delivery of information by or at the direction of the
undersigned, to that attorney-in-fact for purposes of executing, acknowledging,
delivering or filing any Form 3, 4, 5 or 144 (including any amendments,
corrections, supplements or other changes thereto) and agrees to reimburse Viper
Energy Partners LP, Viper Energy Partners GP LLC and each of their affiliates
and the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, Form 4, Form 5 and Form 144
(including any amendments, corrections, supplements or other changes thereto)
with respect to the undersigned's holdings of and transactions in securities
issued by Viper Energy Partners LP, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact. This Power of
Attorney does not revoke any other power of attorney that the undersigned has
previously granted.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date written below.
/s/ W. Duncan Kennedy
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W. Duncan Kennedy
Date: September 19, 2014
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