Diamondback Energy, Inc.'s Form 4 filing
Viper Energy, Inc. (VNOM) · filed Mar 8, 2024
- Accession no.
- 0001011438-24-000283
- Filed
- Mar 8, 2024
- Trade date
- May 10, 2018-Mar 8, 2024
- Filing delay
- 2,129 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 5 non-derivative transactions and 12 derivative transactions. Open-market sales total $451.4M. It was filed 2129 days after the trade, past the 2-business-day deadline.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Diamondback Energy, Inc.CIK 0001539838 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 10, 2018 | Common Units representing limited partner interests | DReturned to the companyDisposed | −73,150,000 | –F1,F2 | – | 0 | Direct | |
| May 10, 2018 | Common Units representing limited partner interests | MOption exerciseAcquired | +731,500 | –F2 | – | 731,500 | Direct | |
| Oct 31, 2023 | Common Units representing limited partner interests | MOption exerciseAcquired | +7,215,007 | $27.72F4 | +$199,999,994.04 | 7,946,507 | Direct | |
| Mar 8, 2024 | Class A Common Stock | MOption exerciseAcquired | +5,278,493 | –F2,F5,F6 | – | 13,225,000 | Direct | |
| Mar 8, 2024 | Class A Common Stock | SSaleDisposed | −13,225,000 | $34.13 | −$451,369,250 | 0 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 10, 2018 | Common Units | AGrant or awardAcquired | +73,150,000 | –F1,F2 | – | 73,150,000 | Direct | |
| May 10, 2018 | Common Units | AGrant or awardAcquired | +73,150,000 | –F1,F2 | – | 73,150,000 | Direct | |
| May 10, 2018 | Common Units | MOption exerciseDisposed | −731,500 | –F2 | – | 72,418,500 | Direct | |
| May 10, 2018 | Common Units | MOption exerciseDisposed | −731,500 | –F2 | – | 72,418,500 | Direct | |
| Oct 1, 2019 | Common Units | AGrant or awardAcquired | +82,643,418 | –F2,F7 | – | 82,643,418 | Direct | |
| Oct 1, 2019 | Common Units | AGrant or awardAcquired | +82,643,418 | –F2,F7 | – | 82,643,418 | Direct | |
| Oct 1, 2019 | Common Units | AGrant or awardAcquired | +8,066,528 | –F2,F7 | – | 8,066,528 | Indirect | |
| Oct 1, 2019 | Common Units | AGrant or awardAcquired | +73,150,000 | –F2,F7 | – | 8,066,528 | Indirect | |
| Sep 4, 2023 | Common Units | DReturned to the companyDisposed | −7,215,007 | –F4 | – | 7,215,007 | Direct | |
| Oct 31, 2023 | Common Units | MOption exerciseDisposed | −7,215,007 | –F4 | – | 0 | Direct | |
| Mar 8, 2024 | Class A Common Stock | MOption exerciseDisposed | −5,278,493 | –F2,F5 | – | 77,364,925 | Direct | |
| Mar 8, 2024 | Class A Common Stock | MOption exerciseDisposed | −5,278,493 | –F2,F5 | – | 77,364,925 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Effective on May 10, 2018, Diamondback Energy, Inc.(the "Reporting Person") delivered and assigned to Viper Energy Partners LP (a predecessor of Viper Energy, Inc., collectively, the "Issuer"), a subsidiary that is primarily controlled by the Reporting Person, 73,150,000 common units representing limited partnership interests (the "Common Units") that the Reporting Person owned in exchange for (i) 73,150,000 of the Issuer's newly-issued Class B units representing limited partnership units (the "Class B Units") and (ii) 73,150,000 newly-issued units of the Operating Company ("OpCo Units") of Viper Energy Partners LLC, as defined below (the "Recapitalization").
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F2
Following the Recapitalization, each Class B Unit and each OpCo Unit were together convertible and exchangeable into one Common Unit of Viper Energy Partners LP. Following the Conversion, as defined below, one share of Class B common stock, par value $0.000001 per share (the "Class B Common Stock") and each OpCo Unit were together convertible and exchangeable into one share of Class A common stock, par value $0.000001 per share (the "Class A Common Stock") of the Issuer.
Referenced by the price of 3 transactions in Table I and 10 transactions in Table II.
- F4
On September 4, 2023, the Reporting Person granted the Issuer a right to sell up to 7,215,007 Common Units to the Reporting Person at a fixed price of $27.72, which the Issuer was permitted to exercise until a certain acquisition closed. The Issuer exercised its right to sell Common Units to the Reporting Person on October 31, 2023.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F5
On March 8, 2024, the Reporting Person converted and exchanged 5,278,493 Class B Shares and OpCo Units in connection with the Reporting Person's registered offering of Class A Common Stock, which included 11,500,000 shares of Class A Common Stock sold by the Reporting Person to the underwriters in the firm offering and shares of Class A Common Stock subject to the underwriters' option to purchase 1,725,000 additional shares of Class A Common Stock, which option was exercised in full by the underwriters, and the offering of both firm and optional shares closed on March 8, 2024.
Referenced by the price of 1 transaction in Table I and 2 transactions in Table II.
- F6
On November 13, 2023, the Issuer converted its form to that of a corporation (the "Conversion"), and each Common Unit became one share of Class A Common Stock, each Class B Common Unit became one share Class B Common Stock, and each unit of the Operating Company was now exchangeable, together with a share of Class B Common Stock into one share of Class A Common Stock. The Conversion was a change in form of the Issuer without any change in the pecuniary interest of the Reporting Person.
Referenced by the price of 1 transaction in Table I.
- F7
On October 1, 2019, Viper Energy Partners LP completed the acquisition of certain mineral and royalty interests from subsidiaries of the Reporting Person in exchange for 10,244,918 OpCo Units and Class B Units newly issued to the Reporting Person, 8,066,528 OpCo Units and Class B Units newly issued to a wholly owned subsidiary of the Reporting Person and $190.2 million in cash.
Referenced by the price of 4 transactions in Table II.
Remarks
By virtue of the Reporting Person's representation on the Board of Directors of Viper Energy, Inc. (the "Issuer"), for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed a director by deputization of the Issuer.