UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
UNDER THE SECURITIES EXCHANGE ACT
OF 1934
(AMENDMENT NO.1)
Rattler Midstream
LP
(Name of Issuer)
COMMON UNITS
(Title of Class of
Securities)
75419T103
(CUSIP Number)
Check the following box if a fee
is being paid with this statement [ ]. (A fee is not required only
if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
| CUSIP NO. 75419T103 |
13G
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PAGE 2 OF 8
PAGES |
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1
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NAMES OF REPORTING
PERSONS
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(A) KAYNE ANDERSON CAPITAL ADVISORS,
L.P. - 95-4486379
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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(A) IS A DELAWARE LIMITED
PARTNERSHIP
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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6
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SHARED VOTING
POWER
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7
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SOLE DISPOSITIVE
POWER
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8
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SHARED DISPOSITIVE
POWER
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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*SEE INSTRUCTIONS BEFORE FILLING
OUT!
PAGE 2 OF 8
United States
Securities and Exchange
Commission
Schedule 13G
*********************
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Item 1.
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(a)
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Issuer:
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Rattler Midstream LP
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(b)
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Address:
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500 West Texas Avenue, Suite 1200
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Midland, TX 79701
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Item 2.
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(a)
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Filing Persons:
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Kayne Anderson
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Richard A. Kayne
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Capital Advisors, L.P.
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(b)
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Addresses:
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1800 Avenue of the Stars,
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1800 Avenue of the Stars,
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Third Floor
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Third Floor
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Los Angeles, CA 90067
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Los Angeles, CA 90067
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(c)
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Citizenship:
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Kayne Anderson Capital Advisors, L.P. is a Delaware limited
partnership Richard A. Kayne is a U.S. Citizen
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(d)
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Title of Class of Securities:
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Common Units
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(e)
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Cusip Number:
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75419T103
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| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
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(e) |
Kayne Anderson Capital Advisors, L.P., is an investment
adviser registered under section 203 of the Investment Advisers Act
of 1940.
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(a)
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Amount Beneficially Owned:
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Kayne Anderson Capital Advisors, L.P. Managed Accounts
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2,065,968
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Richard A. Kayne
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2,065,968
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(b)
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Percent of Class:
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(A) 5.18%
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(B) 5.18%
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(c)
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Number of shares as to which such person has:
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(i) sole power to vote or direct to vote
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(A) 0
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(B) 0
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(ii) shared power to vote or direct the vote
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(A) 2,065,968
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(B) 2,065,968
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(iii) sole power to dispose or direct the disposition
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(A) 0
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(B) 0
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(iv) shared power to dispose or direct the disposition
of
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(A) 2,065,968
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(B) 2,065,968
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PAGE 3 OF 8
United States
Securities and Exchange
Commission
Schedule
13G
Rattler Midstream LP
(Issuer)
**************************
| Item 5. |
Ownership of Five Percent or Less of a Class
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If this
statement is being filed to report the fact that as of the date
hereof the reporting persons have ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following ☐.
Not
applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another
Person.
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
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Not
applicable.
| Item 8. |
Identification and Classification of Members of the
Group
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Not applicable
| Item 9. |
Notice of Dissolution of Group
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Not
applicable
By signing
below we certify that, to the best of our knowledge and belief, the
securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purposes or
effect.
PAGE 4 OF 8
United States
Securities and Exchange
Commission
Schedule
13G
Rattler Midstream LP
(Issuer)
**************************
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.
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/S/ RICHARD A. KAYNE
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Richard A. Kayne
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KAYNE ANDERSON CAPITAL ADVISORS, L.P.
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By:
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Kayne Anderson Investment
Management, Inc.
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By:
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/S/ MICHAEL O’NEIL
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Michael O’Neil, Chief Compliance
Officer
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PAGE 5 OF 8
JOINT FILING AGREEMENT PURSUANT
TO RULE 13d-1(f)(1)
This agreement is made pursuant
to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the
“Act”) by and between the parties listed below, each referred to
herein as a “Joint Filer.” The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on
Schedule 13D or Schedule 13G, as appropriate, and that said joint
filing may thereafter be amended by further joint filings.
The Joint Filers state that they each satisfy the requirements for
making a joint filing under Rule 13d-1.
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/S/ RICHARD A. KAYNE
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Richard A. Kayne
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KAYNE ANDERSON CAPITAL ADVISORS, L.P.
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By:
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Kayne Anderson Investment
Management, Inc.
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By:
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/S/ MICHAEL O’NEIL
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Michael O’Neil, Chief Compliance
Officer
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PAGE 6 OF 8
United States
Securities and Exchange
Commission
Schedule
13G
(cover page)
Rattler Midstream LP
(Issuer)
**************************
| Box 9. |
The reported units are
owned by investment accounts (investment limited partnerships,
registered investment companies and institutional accounts)
managed, with discretion to purchase or sell securities, by Kayne
Anderson Capital Advisors, L.P. (or a controlled affiliate
thereof), as a registered investment adviser. |
Kayne Anderson
Capital Advisors, L.P. is the general partner (or general partner
of the general partner) of the limited partnerships and investment
adviser to the other accounts. Richard A. Kayne is the controlling
shareholder of the corporate owner of Kayne Anderson Investment
Management, Inc., the general partner of Kayne Anderson Capital
Advisors, L.P. Mr. Kayne is also a limited partner of certain of
the limited partnerships and shareholder of certain of the
registered investment companies. Kayne Anderson Capital
Advisors, L.P. disclaims beneficial ownership of the units
reported, except those units attributable to it by virtue of its
general partner interests in the limited partnerships. Mr.
Kayne disclaims beneficial ownership of the units reported, except
those units held by him or attributable to him by virtue of his
limited partnership interests in the limited partnerships, his
indirect interest in the interest of Kayne Anderson Capital
Advisors, L.P. in the limited partnerships, and his ownership of
common stock of the registered investment companies.
PAGE 7 OF 8
UNDERTAKING
The undersigned agree jointly to
file the attached Statement of Beneficial Ownership on Schedule 13G
with the U.S. Securities Exchange Commission and Rattler Midstream
LP.
Dated: February 2, 2022
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/S/ RICHARD A. KAYNE
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Richard A. Kayne
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KAYNE ANDERSON CAPITAL ADVISORS, L.P.
| By: |
Kayne Anderson Investment Management, Inc.
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By:
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/S/ MICHAEL O’NEIL
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Michael O’Neil, Chief Compliance
Officer
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PAGE 8 OF 8