CUSIP NO.
75419T103
13G Page 1 of 7
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Rattler
Midstream LP
(Name of Issuer)
Common Units
(Title of Class of Securities)
75419T103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is
filed:
[X] Rule 13d‑1(b)
[ ] Rule 13d‑1(c)
[ ] Rule 13d‑1(d)
*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 Page 2 of 7
1. NAMES OF REPORTING
PERSONS.
ClearBridge Investments, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
5. SOLE VOTING POWER
(See Item
4)
6. SHARED VOTING POWER
(See Item
4)
7. SOLE DISPOSITIVE POWER
(See Item
4)
8. SHARED DISPOSITIVE POWER
(See Item
4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,086,248
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
7.7%
12. TYPE OF REPORTING PERSON
IA, OO (See Item 4)
CUSIP NO.
75419T103
13G Page 3 of 7
Item 1.
(a) Name of Issuer
Rattler Midstream LP
(b) Address of Issuer's Principal
Executive Offices
500 West Texas
Suite 1200
Midland, TX 79701
Item 2.
(a) Name of Person Filing
ClearBridge Investments, LLC
(b) Address of Principal Business Office
or, if none, Residence
620 8th Ave.
New York, NY 10018
(c) Citizenship
Delaware
(d) Title of Class of
Securities
Common Units
(e) CUSIP Number
75419T103
CUSIP NO.
75419T103
13G Page 4 of 7
Item 3. If this statement is filed pursuant to
§§240.13d‑1(b) or 240.13d‑2(b) or (c),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under
section 15 of the Act (15 U.S.C. 8o).
(b) [ ] Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C.
78c).
(d) [ ] Investment company registered under
section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a ‑8).
(e) [X] An investment adviser in accordance
with §240.13d‑1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment
fund in accordance with
§240.13d‑1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control
person in accordance with
§240.13d‑1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in
Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an investment
company under section 3(c)(14) of the Investment
Company Act of 1940
(15 U.S.C. 80a‑3);
(j) [ ] A non‑U.S. institution in accordance
with §240.13d‑1(b)(ii)(J);
(k) [ ] Group, in accordance with
§240.13d‑1(b)(1)(ii)(K).
If filing as a non‑U.S. institution in accordance
with §240.13d‑1(b)(1)(ii)(J),
please specify the type of institution
Item 4. Ownership
The securities reported herein are beneficially owned
by one or more open‑end investment
companies or other managed accounts that are
investment management clients of ClearBridge
Investments, LLC ("CIL"), an indirect wholly owned subsidiary of
Franklin Resources, Inc.
("FRI").
When an investment management contract (including a sub‑advisory
agreement)
delegates
to CIL investment discretion or voting power over the securities
held in the
investment advisory accounts that are subject to that agreement,
FRI treats CIL as having
sole
investment discretion or voting authority, as the case may be,
unless the agreement
specifies
otherwise. Accordingly, CIL reports on Schedule 13G that it has
sole investment
discretion and voting authority over the securities covered by any
such investment
management agreement, unless otherwise noted in this Item 4. As a
result, for purposes of
Rule
13d‑3 under the Act, CIL may be deemed to be the beneficial owner
of the securities
reported
in this Schedule 13G.
Beneficial ownership by investment management
subsidiaries and other affiliates of FRI
is being reported in conformity with the guidelines
articulated by the SEC staff in
Release No. 34‑39538 (January 12, 1998) relating to
organizations, such as FRI, where
related entities exercise voting and investment
powers over the securities being
reported independently from each other. The voting
and investment powers held by CIL are
exercised independently from FRI (CIL’s parent
holding company) and from all other
investment management subsidiaries of FRI (FRI, its
affiliates and investment management
subsidiaries other than CIL are, collectively, “FRI
affiliates”). Furthermore, internal
policies and procedures of CIL and FRI affiliates
establish informational barriers that
prevent
the flow between CIL and the FRI affiliates of information that
relates to the
voting
and investment powers over the securities owned by their respective
investment
management clients. Consequently, CIL and the FRI affiliates report
the securities over
which
they hold investment and voting power separately from each other
for purposes of
Section
13 of the Act.
CUSIP NO.
75419T103
13G Page 5 of 7
Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in
excess of 10% of the outstanding common stock of FRI
and are the principal stockholders
of FRI. However, because CIL exercises voting and
investment powers on behalf of its
investment management clients independently of FRI
affiliates, beneficial ownership of the
securities reported by CIL is not attributed to the
Principal Shareholders. CIL
disclaims any pecuniary interest in any of the
securities reported in this Schedule 13G.
In addition, the filing of this Schedule 13G on
behalf of CIL should not be construed as
an admission that it is, and it disclaims that it is,
the beneficial owner, as defined
in Rule 13d‑3, of any of such securities.
Furthermore, CIL believes that it is not a "group"
with FRI affiliates, the Principal
Shareholders, or their respective affiliates within
the meaning of Rule 13d‑5 under the
Act and that none of them is otherwise required to
attribute to any other the
beneficial ownership of the securities held by such
person or by any persons or
entities for whom or for which CIL or the FRI
affiliates provide investment management
services.
(a) Amount beneficially
owned:
3,086,248
(b) Percent of
class:
7.7%
(c) Number of shares as to
which the person has:
(i) Sole power to vote or to
direct the vote
ClearBridge Investments,
LLC:
3,086,248
(ii) Shared power to vote or
to direct the vote
0
(iii) Sole power to dispose
or to direct the disposition of
ClearBridge Investments,
LLC:
3,086,248
(iv) Shared power to dispose
or to direct the disposition of
0
Item 5. Ownership of Five Percent or Less of a
Class
If this statement is being filed to report the fact
that as of the date hereof
the reporting person has ceased to be the beneficial
owner of more than five
percent of the class of securities, check the
following [ ].
Item 6. Ownership of More than Five Percent on Behalf
of Another Person
The clients of ClearBridge Investments, LLC,
including investment companies
registered under the Investment Company Act of 1940
and other managed accounts,
have the right to receive or power to direct the
receipt of dividends from, and
the proceeds from the sale of, the securities
reported herein.
CUSIP NO.
75419T103
13G Page 6 of 7
Item 7. Identification and Classification of the
Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding
Company
Not Applicable
Item 8. Identification and Classification of Members
of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO.
75419T103
13G Page 7 of 7
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities
referred to above were acquired and are held in the
ordinary course of business and were
not acquired and are not held for the purpose of or
with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are
not held in connection with or as a participant in
any transaction having that purpose
or effect, other than activities solely in connection
with a nomination under § 240.14a-11
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.
Dated: February 7, 2022
ClearBridge Investments, LLC
By: /S/BARBARA
MANNING
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Barbara
Manning
General
Counsel & Chief Compliance Officer of ClearBridge Investments,
LLC
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