| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/31/2025 |
3. Issuer Name and Ticker or Trading Symbol
PermRock Royalty Trust [ PRT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Units of Beneficial Interest | 4,884,861(1)(2)(3) | D(4) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 31, 2025, pursuant to that certain Purchase and Sale Agreement (the "Agreement"), dated January 10, 2025, by and among Boaz Energy II, LLC ("Boaz Energy"), Boaz Energy II Royalty, LLC, a wholly-owned subsidiary of Boaz Energy ("Boaz Royalty," and together with Boaz Energy, the "Seller"), and T2S Permian Acquisition II LLC ("T2S Permian"), the Seller completed the sale to T2S Permian of (i) 4,884,861 units of beneficial interest ("Trust Units") of PermRock Royalty Trust (the "Issuer") held by Boaz Energy (the "Subject Trust Units"), as subsequently assigned by T2S Permian to Ustx LLC ("Ustx") pursuant to that certain Partial Assignment of Purchase and Sale Agreement, dated March 31, 2025, by and among T2S Permian, Ustx, and the Seller, and (ii) certain other oil and gas properties held by the Seller. Ustx is the sole record and beneficial owner of the Subject Trust Units. |
| 2. T2S Permian does not directly own any Trust Units. By virtue of owning 100% of the limited liability company interests in Ustx, T2S Permian may be deemed to indirectly beneficially own the Subject Trust Units. Greenway Boaz Investments LLC ("Greenway Investments") does not directly own any Trust Units. By virtue of owning approximately 50.2% of the limited liability company interests in T2S Permian, Greenway Investments may be deemed to indirectly beneficially own a portion of the Subject Trust Units. Greenway Boaz Management LLC ("Greenway Management"), the manager of Greenway Investments, may be deemed to share investment control over a portion of the Subject Trust Units and therefore may also be deemed to be a beneficial owner of a portion of the Subject Trust Units. T2S Permian, Greenway Investments, and Greenway Management disclaim beneficial ownership of the Subject Trust Units except to the extent of their respective pecuniary interests therein. |
| 3. This form shall not be deemed an admission that T2S Permian, Greenway Investments, or Greenway Management is the beneficial owner of all or any portion of the Subject Trust Units for purposes of Section 16 or for any other purpose. |
| 4. This form is filed jointly by each of the undersigned entities. As described above, Ustx directly owns the Subject Trust Units. All other reporting persons' ownership is indirect through T2S Permian. |
| Ustx LLC | By: T2S Permian Acquisition, its manager | By: Thomas Pritchard, its Chief Executive Officer | /s/ Thomas Pritchard | 04/08/2025 | |
| T2S Permian Acquisition II LLC | By: David T. Martineau, its manager | /s/ David T. Martineau | 04/08/2025 | |
| Greenway Boaz Investments LLC | By: Greenway Boaz Management LLC, its manager | By: David T. Martineau, its manager | /s/ David T. Martineau | 04/08/2025 | |
| Greenway Boaz Management LLC | By: David T. Martineau, its manager | /s/ David T. Martineau | 04/08/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||