UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G
(Rule
13d-102)
(Amendment No.
2)
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
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)
*SEE
INSTRUCTIONS BEFORE FILLING OUT
**SEE
ITEM 4.
*SEE
INSTRUCTIONS BEFORE FILLING OUT
**SEE
ITEM 4.
*SEE
INSTRUCTIONS BEFORE FILLING OUT
**SEE
ITEM 4.
AMENDMENT NO. 2 TO SCHEDULE 13G
This Amendment No. 2 to Schedule 13G (this “Amendment”) is being
filed on behalf of Zimmer Partners, LP, a Delaware limited
partnership (the “Investment Manager”), Sequentis Financial LLC, a
Delaware limited liability company (“Sequentis”), Zimmer Partners
GP, LLC, a Delaware limited liability company (the “GP”), and
Stuart J. Zimmer (collectively, the “Reporting Persons”).
Sequentis is the sole member of the GP. Stuart J. Zimmer, and a
trust for his benefit are the sole members of Sequentis. The
GP is the general partner of the Investment Manager. The
Investment Manager is the investment manager of ZP Master Utility
Fund, Ltd. (the “Master Fund”), ZP Master Energy Fund, L.P., and ZP
Energy Fund L.P. (the “Energy Funds”) (collectively the “Zimmer
Accounts”). This Amendment relates to Common Units of Rattler
Midstream LP, a Delaware limited partnership, held by the Zimmer
Accounts.
Item
1(a)
Name of
Issuer.
Rattler Midstream LP (the “Issuer”)
500 West
Texas
Suite 1200
Midland,
TX 79701
Item
2(a)
Name of Person
Filing.
(1) Zimmer
Partners, LP
(2) Sequentis
Financial LLC
(3) Zimmer
Partners GP, LLC
(4) Stuart
J. Zimmer
Item
2(b)
Address of
Principal Business Office, or, if none, Residence.
For all
Filers:
9 West
57th
Street, 33rd Floor
New York, NY 10019
Item
2(c)
Citizenship or
Place of Organization.
(1) Zimmer
Partners, LP is a Delaware limited partnership.
(2) Sequentis
Financial LLC is a Delaware limited liability company.
(3) Zimmer
Partners GP, LLC is a Delaware limited liability
company.
(4) Stuart
J. Zimmer is a U.S. citizen.
Item
2(d)
Title of Class of
Securities.
Common
Units
Item
2(e)
CUSIP
Number.
75419T103
Item
3
Reporting
Person.
If this
statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
Item
4
Ownership.
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 [X].
Item
6
Ownership of More
Than Five Percent on Behalf of Another Person.
Not
applicable.
Not applicable.
Not applicable.
Not
applicable
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.
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.
Date: February 9, 2022
Zimmer
Partners, LP
By: Zimmer Partners GP, LLC, its general partner
By:
/s/ Barbara
Burger
BARBARA BURGER, Authorized Signatory
Sequentis Financial LLC
By:
/s/ Stuart J.
Zimmer
STUART J. ZIMMER, Director
Zimmer
Partners GP, LLC
By: Sequentis LLC, Sole Member
By:
/s/ Stuart J.
Zimmer
STUART J. ZIMMER, Director
/s/
Stuart J. Zimmer
STUART
J. ZIMMER