TPL Texas Pacific Land Corporation

Sub-shares in Certificates of Proprietary Interest

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(Title of Class of Securities)

882610108

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(CUSIP Number)

Eric L. Oliver c/o SoftVest Advisors, LLC 400 Pine Street, Suite 1010 Abilene, Texas 79601 (325) 677-6177

Allan R. Tessler c/o ART-FGT Family Partnership Limited 2500 Moose-Wilson Road Wilson, Wyoming 83014 (307) 734-2426

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CUSIP No. 882610108

1	NAMES OF REPORTING PERSONS
	SoftVest, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			130,500*
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			130,500*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	130,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 882610108

CUSIP No. 882610108

*	Excludes the 1,700 Shares beneficially owned by Tessler Family Limited Partnership, with respect to which ART-FGT Family Partners Limited disclaims beneficial ownership.

CUSIP No. 882610108

CUSIP No. 882610108

1	NAMES OF REPORTING PERSONS
	Allan R. Tessler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			12,530
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			12,530
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,530
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☒
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This Amendment No. 5 to the Schedule 13D (this “Amendment No. 5”) relates to the sub-share certificates of proprietary interests (the “Shares”) of Texas Pacific Land Trust (“TPL”) and amends the Schedule 13D filed on March 15, 2019 as amended by Amendment No. 1 filed on May 28, 2019, Amendment No. 2 filed on August 1, 2019, Amendment No. 3 filed on February 21, 2020 and Amendment No. 4 filed on March 9, 2020 (the “Original Schedule 13D” and, together with this Amendment No. 5, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.

 

This Amendment No. 5 is being filed by (1) SoftVest Advisors, LLC, a Delaware limited liability company (“SoftVest Advisors”), (2) SoftVest, L.P., a Delaware limited partnership (“SoftVest LP”), (3) Eric L. Oliver (“Mr. Oliver”), (4) ART-FGT Family Partners Limited, a Wyoming limited partnership (“ART-FGT LP”), (5) Tessler Family Limited Partnership, a Wyoming limited partnership (“Tessler Family LP”) and (6) Allan R. Tessler (“Mr. Tessler”).

 

This Amendment No. 5 is being filed to amend Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows.  This Amendment No. 5 constitutes an exit filing for ART-FGT LP, Tessler Family LP and Mr. Tessler (collectively, the “Tessler Persons”) as the Tessler Persons, as a result of the Letter Agreement (as defined below), beneficially own less than five percent of the Shares of the Issuer.

 

 

Item 4 of the Schedule 13D is amended by adding the following:

 

On March 27, 2020, pursuant to a letter agreement (the “Letter Agreement”), ART-FGT LP and the Tessler Family LP withdrew from the Cooperation Agreement.  A form of the Cooperation Agreement was previously filed as Exhibit 1 to the Schedule 13D.  The Letter Agreement is attached as Exhibit 9 hereto and is incorporated by reference in this Item 4 in its entirety.  Effective upon the execution of the Letter Agreement, SoftVest Advisors, SoftVest LP, Mr. Oliver and Horizon Kinetics LLC shall no longer be deemed to beneficially own the Tessler Shares.  SoftVest Advisors, SoftVest LP, Mr. Oliver and Horizon Kinetics LLC may no longer be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder with the Tessler Persons.

 

 

Item 5 of the Schedule 13D is amended by adding the following:

 

Percentages of the Shares outstanding reported in this Amendment No. 5 are calculated based upon the 7,756,156 Shares outstanding as of January 31, 2020, as reported in TPL’s Annual Report on Form 10-K for the year ended December 31, 2019, filed by TPL with the SEC on February 27, 2020.

 

Tessler Family LP beneficially owns 1,700 Shares (the “TF Shares”), which represent less than 0.1% of the outstanding Shares. Tessler Family LP and Mr. Tessler share voting power and dispositive power with respect to the TF Shares.

 

Mr. Tessler beneficially owns 12,530 Shares (representing approximately 0.2% of the outstanding Shares), which includes the ART-FGT Shares and the TF Shares (collectively, the “Tessler Shares”).

 

The Shares reported in this Schedule 13D do not include security interests owned by Horizon.  Horizon has filed a separate amendment to its Schedule 13D reporting beneficial ownership of 1,741,399 Shares (the “Horizon Shares”) representing approximately 22.5% of the outstanding Shares.  This number does not include approximately 23,479 Shares held directly by senior portfolio managers of Horizon and their families.  The Reporting Persons assume no responsibility for the information contained in any such Schedule 13D or any amendment thereto.

 

On March 9, 2020, the Tessler Family LP acquired 400 Shares at a price per Share of $498 in an open market purchase. Except for the foregoing, there have been no transactions with respect to the Shares during the sixty days prior to the date of filing of this Schedule 13D by any of the Reporting Persons or, to their knowledge, any other person or entity referred to in Item 2 of the Schedule 13D.

 

This Amendment No. 5 constitutes an exit filing for the Tessler Persons.  As a result of the Letter Agreement, the Tessler Persons beneficially own less than five percent of the Shares of the Issuer.

 

 

Item 6 of the Schedule 13D is amended by adding the following:

 

The response to Item 4 of this Amendment No. 5 is incorporated herein by reference.

 

 

Item 7 of the Schedule 13D is amended by adding thereto the following:

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	SOFTVEST, LP
	By:	SoftVest GP I, LLC its general partner
Date: March 30, 2020
	By:	/s/ Eric L. Oliver
		Name:	Eric L. Oliver
		Title:	President

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