Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 Février 2024 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 2)*
Under
the Securities Exchange Act of 1934
Permian
Basin Royalty Trust
(Name
of Issuer)
Units of Beneficial Interest
(Titles
of Class of Securities)
714236106
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is
filed:
☒ Rule
13d-1(b)
☐
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out of 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 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, as amended (the “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. 714236106 |
13G/A |
Page
2 of 9 |
1 |
NAME
OF REPORTING PERSON
SoftVest
Advisors, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
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
-
0 - |
6 |
SHARED
VOTING POWER
4,148,195 |
7 |
SOLE
DISPOSITIVE POWER
-
0 - |
8 |
SHARED
DISPOSITIVE POWER
4,148,195 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,148,195 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
(1) |
12 |
TYPE
OF REPORTING PERSON
IA |
|
|
|
|
(1)
Based on 46,608,796 Units of Beneficial Interest (as
defined below) of the Issuer (as defined below) outstanding as of September 30, 2023, based on the Issuer’s Form 10-Q filed with
the SEC on November 8, 2023. SoftVest Advisors, LLC acquired beneficial interest in the units in the ordinary course of business as a
registered investment adviser and not with the purpose nor with the effect of changing or influencing the control of the Issuer.
CUSIP
No. 714236106 |
13G/A |
Page
3 of 9 |
1 |
NAME
OF REPORTING PERSON
SoftVest
GP I, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
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
-
0 - |
6 |
SHARED
VOTING POWER
4,148,195 |
7 |
SOLE
DISPOSITIVE POWER
-
0 - |
8 |
SHARED
DISPOSITIVE POWER
4,148,195 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,148,195 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
(2) |
12 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
| (2) | Based
on 46,608,796 Units of Beneficial Interest (as defined below) of the Issuer (as defined below) outstanding as of September 30, 2023,
based on the Issuer’s Form 10-Q filed with the SEC on November 8, 2023. SoftVest GP I, LLC is the general partner of, and may be
deemed to beneficially own securities owned by, SoftVest, LP. |
CUSIP
No. 714236106 |
13G/A |
Page
4 of 9 |
1 |
NAME
OF REPORTING PERSON
SoftVest,
LP |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐ |
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
-
0 - |
6 |
SHARED
VOTING POWER
4,148,195 |
7 |
SOLE
DISPOSITIVE POWER
-
0 - |
8 |
SHARED
DISPOSITIVE POWER
4,148,195 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,148,195 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
(3) |
12 |
TYPE
OF REPORTING PERSON
PN |
|
|
|
|
| (3) | Based
on 46,608,796 Units of Beneficial Interest (as defined below) of the Issuer (as defined below) outstanding as of September 30, 2023,
based on the Issuer’s Form 10-Q filed with the SEC on November 8, 2023. |
CUSIP
No. 714236106 |
13G/A |
Page
5 of 9 |
Item
1(a). |
Name
of Issuer: |
Permian
Basin Royalty Trust (the “Issuer”)
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
3838
Oak Lawn Ave
Suite
1720
Dallas,
TX 75219
Item
2(a). |
Name
of Persons Filing: |
This
Schedule 13G is being filed by (i) SoftVest Advisors, LLC, a Delaware Limited Liability Company and a registered investment adviser (“SoftVest”),
(ii) SoftVest, LP, a Delaware Limited Partnership (“SoftVest, LP”), and (iii) SoftVest GP I, LLC, a Delaware
Limited Liability Company (“SoftVest GP I, LLC,”) (each, a “Reporting Person” and, together, the
“Reporting Persons”). SoftVest, LP directly holds 4,148,195 Units of Beneficial Ownership. SoftVest is the investment
manager of SoftVest, LP, and SoftVest GP I, LLC is the general partner of SoftVest, LP, and as a result, each of SoftVest and SoftVest
GP I, LLC may be deemed to beneficially own the securities beneficially owned by SoftVest, LP. Each of the Reporting Persons listed in
this filing certify the securities referred to above 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 effect.
Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
The
principal business address of each of the Reporting Persons is as follows:
The
registered office of SoftVest Advisors, LLC, SoftVest GP I, LLC, and SoftVest LP is 400 Pine Street, Suite 1010, Abilene, TX, 79601.
See
response to Item 4 of each of the cover pages.
Item
2(d). |
Titles
of Classes of Securities: |
Units
of Beneficial Interest
CUSIP
No. 714236106 |
13G/A |
Page
6 of 9 |
714236106
Item
3. |
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐
Insurance company as defined in Section 3(a)(19) of the Exchange 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) | ☒
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) | ☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3). |
| (j) | ☐
Non-U.S. institution in accordance with §240.13d-1(b)(1)(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:
| (a) | Amount
Beneficially Owned: |
See responses to Item 9 on each cover page.
See
responses to Item 11 on each cover page.
| (c) | Number
of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: |
See
responses to Item 5 on each cover page.
CUSIP
No. 714236106 |
13G/A |
Page
7 of 9 |
|
(ii) |
Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
|
|
(iii) |
Sole
power to dispose or to direct the disposition of: |
|
|
|
|
|
See
responses to Item 7 on each cover page. |
|
(iv) |
Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page. |
Item
5. |
Ownership
of Five Percent or Less of a Class. |
Not
applicable.
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
Not
Applicable.
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.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
CUSIP
No. 714236106 |
13G/A |
Page
8 of 9 |
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 14, 2024
|
SOFTVEST
ADVISORS, LLC |
|
By: |
/s/
Eric Oliver |
|
Name: |
Eric
Oliver |
|
Title: |
President
and Managing Member |
|
|
|
|
SOFTVEST,
LP |
|
By: |
SOFTVEST
GP I, LLC, the General Partner |
|
By: |
/s/
Eric Oliver |
|
Name: |
Eric
Oliver |
|
Title: |
President
and Managing Member |
|
SOFTVEST
GP I, LLC |
|
By: |
/s/
Eric Oliver |
|
Name: |
Eric
Oliver |
|
Title: |
President
and Managing Member |
SoftVest Advisors, LLC SC 13G/A
Exhibit 1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree
to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Units of Beneficial
Interest of Permian Basin Royalty Trust and further agree to the filing of this agreement as an Exhibit thereto. In addition,
each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to
such Statement on Schedule 13G.
Dated:
February 14, 2024
|
SOFTVEST
ADVISORS, LLC |
|
By: |
/s/
Eric Oliver |
|
Name: |
Eric
Oliver |
|
Title: |
President
and Managing Member |
|
|
|
|
SOFTVEST,
LP |
|
By: |
SOFTVEST
GP I, LLC, the General Partner |
|
By: |
/s/
Eric Oliver |
|
Name: |
Eric
Oliver |
|
Title: |
President
and Managing Member |
|
SOFTVEST
GP I, LLC |
|
By: |
/s/
Eric Oliver |
|
Name: |
Eric
Oliver |
|
Title: |
President
and Managing Member |
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