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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000902664-23-000092 0001706220 XXXXXXXX LIVE 2 Class A common stock, par value $0.0001 per share 08/19/2025 false 0001949543 82983N108 Sitio Royalties Corp. 1401 LAWRENCE STREET SUITE 1750 DENVER CO 80202 Benjamin Dell 646-424-4317 Kimmeridge Energy Management Company 15 Little West 12th Street, 4th Floor New York NY 10014 Ele Klein & Adriana Schwartz 212-756-2000 McDermott, Will & Schulte LLP 919 Third Avenue New York NY 10022 0001706220 N Kimmeridge Energy Management Company, LLC OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 OO Class A common stock, par value $0.0001 per share Sitio Royalties Corp. 1401 LAWRENCE STREET SUITE 1750 DENVER CO 80202 The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on January 9, 2023 (as amended, the "Schedule 13D"). This Amendment No. 2 supplements Item 4 and Item 6 and amends and restates Items 5(a)-(c), and (e) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 is the final amendment to the Schedule 13D and constitutes an "exit filing" for the Reporting Person. The Mergers closed on August 19, 2025. At the closing of the Mergers (the "Closing"), (i) each share of Class A Common Stock was converted into the right to receive 0.4855 shares of Class A common stock, par value $0.000001 per share, of New Parent (the "New Viper Class A Common Stock"), and (ii) each Partnership Unit was converted into the right to receive 0.4855 common units representing limited liability company membership interests in Viper Opco ("Viper Opco Units") and 0.4855 shares of Class B common stock, par value $0.000001 per share, of New Parent (the "New Viper Class B Common Stock"). In addition, each issued and outstanding share of Class C Common Stock was canceled and ceased to exist. In connection with the Closing, 36,495,520 Partnership Units held by the Kimmeridge Companies were converted into 17,718,574 Viper Opco Units and 17,718,574 New Viper Class B Common Stock. In addition, in connection with the Closing, 36,495,520 shares of Class C Common Stock held by the Kimmeridge Companies were cancelled and ceased to exist. As a result, the Reporting Person no longer beneficially owns any securities of the Issuer. At the effective time of the OpCo Merger, the Voting and Support Agreement terminated in accordance with its terms. See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentages of the shares of Class A Common Stock beneficially owned by the Reporting Person. See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Class A Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Except as set forth in Item 4 of this Amendment No. 2, no transactions in the shares of Class A Common Stock have been effected by the Reporting Person in the past sixty (60) days. August 19, 2025. Item 4 of this Amendment No. 2 is incorporated herein by reference. Kimmeridge Energy Management Company, LLC /s/ Tamar Goldstein Tamar Goldstein, General Counsel 08/21/2025