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| CUSIP No. 927959106 |
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13D/A |
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Page
14
of 17 |
This Amendment No. 11 (“Amendment No. 11”) amends the statement on Schedule 13D filed
with the Securities Exchange Commission on October 12, 2021, as amended by Amendment No. 1 filed on October 21, 2021, Amendment No. 2 filed on January 11, 2022, Amendment No. 3 filed on March 22, 2022, Amendment
No. 4 filed on May 2, 2022, Amendment No. 5 filed on October 21, 2022, Amendment No. 6 filed on November 8, 2022, Amendment No. 7 filed on April 17, 2023, Amendment No. 8 filed on April 20, 2023,
Amendment No. 9 filed on August 8, 2023 and Amendment No. 10 filed on October 30, 2023 (as amended, the “Schedule 13D”), with respect to the common units representing limited partnership interests (“Common
Units”) of Viper Energy Partners, LP, a Delaware limited partnership (the “Issuer LP”), which, in connection with the conversion of the Issuer LP into Viper Energy, Inc., a Delaware corporation (the “Issuer”), on
November 13, 2023, were converted into shares of Class A common stock, $0.000001 par value per share, of the Issuer (the “Common Stock”) on a one for one basis (the “Issuer Conversion”), and is being filed pursuant to
Section 13(d) of the Act. The principal executive offices of the Issuer are located at 500 West Texas Avenue, Suite 100, Midland, TX 79701. Except as specifically amended by this Amendment No. 11, the Schedule 13D remains in full force and
effect. Capitalized terms used but not defined in this Amendment No. 11 shall have the same meanings ascribed to them in the Schedule 13D.
| Item 5. |
Interest in Securities of the Issuer |
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of Common Stock beneficially owned is based on 87,144,273 shares of Common Stock outstanding as of
November 13, 2023, as reported in the Issuer’s Registration Statement on Form S-3, filed by the Issuer with the Securities and Exchange Commission on November 13, 2023.
The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of Common Stock
as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11
and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the date hereof, BX SWT ML Holdco LLC directly holds
2,977,347 shares of Common Stock and BX Guidon Topco LLC directly holds 3,245,000 shares of Common Stock.
BX Guidon Topco LLC is the sole member of BX
SWT ML Holdco LLC. The controlling membership interests of BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management
Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II 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. is the sole member of Blackstone Holdings III GP Management L.L.C.
The sole holder of the Series II preferred stock of Blackstone Inc. 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.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the
beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Stock.
(c) On November 10, 2023 November 14, 2023 and November 15, 2023, the Reporting Persons agreed to amend the terms of covered calls representing 50,000
Common Units, 100,000 Common Units and 138,000 Common Units (in each case, representing the capitalization of the Issuer LP prior to the Issuer Conversion), respectively, that were at or near the expiration date, including to extend the maturity
date and/or adjust the strike price. Except as set forth in this Amendment No. 11, none of the Reporting Persons has effected any transaction in Common Stock or Common Units since the filing of Amendment No. 10.
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