Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Warwick Royalty & Mineral Master Fund LP

(Last)

(First)

(Middle)

C/O WARWICK CAPITAL PARTNERS LLP

86 DUKE OF YORK SQUARE, 3RD FLOOR

(Street)

LONDON

SW3 4LY

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Viper Energy, Inc. [ VNOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/16/2023		S		9,018,760	D	$28.7⁽¹⁾	0	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Warwick Royalty & Mineral Master Fund LP

(Last)

(First)

(Middle)

C/O WARWICK CAPITAL PARTNERS LLP

86 DUKE OF YORK SQUARE, 3RD FLOOR

(Street)

LONDON

SW3 4LY

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Mattera Alfredo

(Last)

(First)

(Middle)

86 DUKE OF YORK SQUARE, 3RD FLOOR

(Street)

LONDON

SW3 4LY

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Burgess Ian

(Last)

(First)

(Middle)

86 DUKE OF YORK SQUARE, 3RD FLOOR

(Street)

LONDON

SW3 4LY

(City)

(State)

(Zip)

Explanation of Responses:

1. This amount represents a public offering price of $29.25 per share of Class A Common Stock less an underwriting discount of $0.55 per share for shares sold in an underwritten public offering.

2. Before the reported disposition, the reported securities were held directly by Warwick Royalty and Mineral Master Fund LP ("Master Fund"). Warwick Royalty and Mineral Fund GP Limited ("Fund GP") is the general partner of Master Fund. Alfredo Mattera and Ian Burgess share the power to make voting and investment decisions with regard to Fund GP. As such, each of Messrs. Mattera and Burgess may have been deemed to beneficially own the reported securities.

	Warwick Royalty and Mineral Master Fund LP, By: Warwick Royalty and Mineral Fund GP Limited, Its: General Partner By: /s/ Ralph Woodford, Director	11/20/2023
	/s/ Alfredo Mattera	11/20/2023
	/s/ Ian Burgess	11/20/2023
	** 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 4 (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).
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