Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 24 2022 - 5:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 24, 2022
Registration No. 333-231808
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RATTLER MIDSTREAM LP
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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83-1404608
(I.R.S. Employer
Identification No.) |
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500 West Texas Avenue
Suite 1200 Midland, Texas
79701 (Address of Principal Executive Offices) |
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79701
(Zip Code) |
Rattler Midstream LP Long Term Incentive Plan
(Full title of the plan)
Teresa L. Dick
Chief
Financial Officer, Executive Vice President and Assistant Secretary
Rattler Midstream LP
515 Central Park Drive
Suite 500
Oklahoma City,
Oklahoma 73105
(Name and address of agent for service)
(405) 463-6900
(Telephone number, including area code, of agent for service)
Copies to:
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John Goodgame
Lisa Hearn Akin Gump
Strauss Hauer & Feld LLP 1111 Louisiana Street,
44th Floor Houston, TX 77002 (713) 220-8144 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8, File No. 333-231808 (the Registration Statement), filed by Rattler Midstream LP, a Delaware limited partnership (the Partnership), with the Securities and Exchange Commission
(the SEC) on May 29, 2019, registering the issuance from time to time of 15,151,515 common units representing limited partner interests of the Partnership (Common Units) pursuant to the Rattler Midstream LP Long Term
Incentive Plan.
On August 24, 2022, pursuant to the Agreement and Plan of Merger, dated as of May 15, 2022 (the Merger
Agreement), by and among Diamondback Energy, Inc., a Delaware corporation (Parent), the Partnership, Bacchus Merger Sub Company, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub),
and Rattler Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership, each outstanding Common Unit, other than those held by Parent or any of its subsidiaries, was converted into the right to receive 0.113 of
a share of Parents common stock, par value $0.01, and Merger Sub merged with and into the Partnership (the Merger), with the Partnership surviving the Merger as a limited partnership and wholly owned subsidiary of Parent.
In connection with the completion of the Merger, the Partnership terminated all offerings of securities pursuant to the Registration
Statement. In accordance with undertakings made by the Partnership in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at
the termination of such offering, the Partnership hereby removes from registration all of such securities of the Partnership registered but unsold under the Registration Statement as of the filing date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Midland, State of Texas, on August 24, 2022.
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RATTLER MIDSTREAM LP |
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By: |
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Rattler Midstream GP LLC, its general partner |
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By: |
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/s/ Teresa L. Dick |
Name: |
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Teresa L. Dick |
Title: |
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Chief Financial Officer, Executive Vice |
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President and Assistant Secretary |
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this
Post-Effective Amendment No. 1 to the Registration Statement.
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