06/13/2025 | Press release | Distributed by Public on 06/13/2025 17:43
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Units | (1) | 06/12/2025 | M | 41,527 | (1) | (1) | Class A Common Stock | 41,527 | $ 0 | 168,736 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Riesenfeld Brett S. 1401 LAWRENCE STREET, SUITE 1750 DENVER, CO 80202 |
See Remarks |
/s/ Brett S. Riesenfeld | 06/13/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | On June 12, 2025, the Compensation Committee of Sitio Royalties Corp. (the "Company") certified the Company's annualized absolute total stockholder return performance over the performance period from June 7, 2022 through June 7, 2025, resulting in 55.8191% of the target number of performance stock units ("PSUs") originally granted on June 10, 2022 becoming earned by the Reporting Person. Each earned PSU entitles the Reporting Person to receive one share of the Company's Class A common stock, par value $0.0001 per share ("Common Stock"). |
(2) | Represents shares of the Common Stock that were withheld by the Company to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of the PSUs. |
(3) | Represents the closing price of the Company's Common Stock on June 6, 2025, the trading date immediately preceding the effective date of the tax withholding. |
Remarks: Executive Vice President, General Counsel and Secretary |