Filing Details

Accession Number:
0001056823-19-000019
Form Type:
13D Filing
Publication Date:
2019-05-28 16:47:01
Filed By:
Horizon Asset Management
Company:
Texas Pacific Land Trust (NYSE:TPL)
Filing Date:
2019-05-28
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Horizon Kinetics Asset Management 1,795,339 9. 1,795,339 11. 1,795,339 23.1 14. Type of Reporting Person IA 2 This Amendment No. 5 to the Schedule 13D (this Amendment No. 5 ) relates to the sub-share certificates of proprietary interests (the Shares ) of Texas Pacific Land Trust ( TPL ) and amends the Schedule 13D Amendment 4 A filed on March 18, 2019 (the Schedule 13D 4 A and, together with this Amendment No. 5, the Schedule 13D ). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D. This Amendment No. 5 is being filed by Horizon Kinetics Asset Management LLC, a Delaware limited liability company. This Amendment No. 5 is being filed to amend Item 2, Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Schedule 13D is amended by adding the following In April 2019, Kinetics Asset Management LLC ( KAM ) and Kinetics Advisers, LLC ( KA ) reorganized into Horizon Asset Management LLC ( HAM ), following which HAM was renamed Horizon Kinetics Asset Management LLC ( Horizon ). KAM, HAM and KA were all wholly-owned subsidiaries of Horizon Kinetics LLC, and Horizon will remain a wholly-owned subsidiary. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is amended by adding the following On May 22, 2019, Horizon, SoftVest LP and ART-FGT LP issued a press release announcing that Mr. Oliver was elected trustee of TPL at the Special Meeting held on May 22, 2019. The press release is attached as Exhibit 3 and incorporated by reference into this Item 4 in its entirety. The response to Item 6 of this Amendment No. 5 is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule 13D is amended by adding the following The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon Kinetics Asset Management LLC, on behalf of its clients, including its proprietary accounts may be found in rows 11 and 13 of the cover page, which is hereby incorporated by reference. This Schedule 13D does not include approximately 22,841 Shares of TPL held personally by senior portfolio managers of Horizon and their families. The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon with respect to its proprietary accounts. Transactions effected by Horizon in the last 60 days are as listed below. All sales were the result of a client direction or account limitation, and no sales were made in any proprietary account. 3 Name of Reporting Person Date of Transaction Buy Sale Aggregate Amount of Securities Average Price Per Share Horizon Kinetics Asset Management LLC 3 26 2019 Buy 227 762.69 Horizon Kinetics Asset Management LLC 3 26 2019 Sale 188 759.68 Horizon Kinetics Asset Management LLC 3 27 2019 Buy 200 775.70 Horizon Kinetics Asset Management LLC 3 27 2019 Sale 336 770.88 Horizon Kinetics Asset Management LLC 3 28 2019 Buy 149 774.46 Horizon Kinetics Asset Management LLC 3 28 2019 Sale 77 770.26 Horizon Kinetics Asset Management LLC 3 29 2019 Buy 145 776.89 Horizon Kinetics Asset Management LLC 3 29 2019 Sale 122 768.21 Horizon Kinetics Asset Management LLC 4 1 2019 Buy 125 783.87 Horizon Kinetics Asset Management LLC 4 1 2019 Sale 132 780.10 Horizon Kinetics Asset Management LLC 4 2 2019 Buy 157 804.37 Horizon Kinetics Asset Management LLC 4 2 2019 Sale 165 800.17 Horizon Kinetics Asset Management LLC 4 3 2019 Buy 231 794.18 Horizon Kinetics Asset Management LLC 4 3 2019 Sale 238 788.23 Horizon Kinetics Asset Management LLC 4 4 2019 Buy 1626 784.99 Horizon Kinetics Asset Management LLC 4 4 2019 Sale 1633 780.18 Horizon Kinetics Asset Management LLC 4 5 2019 Buy 197 789.90 4 Horizon Kinetics Asset Management LLC 4 5 2019 Sale 241 790.13 Horizon Kinetics Asset Management LLC 4 8 2019 Buy 177 811.89 Horizon Kinetics Asset Management LLC 4 8 2019 Sale 158 808.02 Horizon Kinetics Asset Management LLC 4 9 2019 Buy 947 842.57 Horizon Kinetics Asset Management LLC 4 9 2019 Sale 956 840.63 Horizon Kinetics Asset Management LLC 4 10 2019 Buy 262 869.52 Horizon Kinetics Asset Management LLC 4 10 2019 Sale 329 860.17 Horizon Kinetics Asset Management LLC 4 11 2019 Buy 151 905.77 Horizon Kinetics Asset Management LLC 4 11 2019 Sale 595 897.75 Horizon Kinetics Asset Management LLC 4 12 2019 Buy 176 903.15 Horizon Kinetics Asset Management LLC 4 12 2019 Sale 202 896.79 Horizon Kinetics Asset Management LLC 4 15 2019 Buy 163 901.91 Horizon Kinetics Asset Management LLC 4 15 2019 Sale 257 894.54 Horizon Kinetics Asset Management LLC 4 16 2019 Buy 151 896.45 Horizon Kinetics Asset Management LLC 4 16 2019 Sale 152 888.63 Horizon Kinetics Asset Management LLC 4 17 2019 Buy 151 887.63 Horizon Kinetics Asset Management LLC 4 17 2019 Sale 303 878.19 5 Horizon Kinetics Asset Management LLC 4 18 2019 Buy 151 899.74 Horizon Kinetics Asset Management LLC 4 18 2019 Sale 202 898.73 Horizon Kinetics Asset Management LLC 4 22 2019 Buy 145 897.23 Horizon Kinetics Asset Management LLC 4 22 2019 Sale 151 893.33 Horizon Kinetics Asset Management LLC 4 23 2019 Buy 172 899.05 Horizon Kinetics Asset Management LLC 4 23 2019 Sale 170 897.42 Horizon Kinetics Asset Management LLC 4 24 2019 Buy 156 900.15 Horizon Kinetics Asset Management LLC 4 24 2019 Sale 151 896.31 Horizon Kinetics Asset Management LLC 4 25 2019 Buy 145 897.82 Horizon Kinetics Asset Management LLC 4 25 2019 Sale 191 894.66 Horizon Kinetics Asset Management LLC 4 26 2019 Buy 795 858.55 Horizon Kinetics Asset Management LLC 4 26 2019 Sale 256 845.25 Horizon Kinetics Asset Management LLC 4 29 2019 Buy 145 837.25 Horizon Kinetics Asset Management LLC 4 29 2019 Sale 152 829.03 Horizon Kinetics Asset Management LLC 4 30 2019 Buy 179 806.52 Horizon Kinetics Asset Management LLC 4 30 2019 Sale 176 804.90 Horizon Kinetics Asset Management LLC 5 1 2019 Buy 173 807.56 Horizon Kinetics Asset Management LLC 5 1 2019 Sale 298 798.29 6 Horizon Kinetics Asset Management LLC 5 2 2019 Buy 160 819.00 Horizon Kinetics Asset Management LLC 5 2 2019 Sale 253 813.68 Horizon Kinetics Asset Management LLC 5 3 2019 Buy 151 807.87 Horizon Kinetics Asset Management LLC 5 3 2019 Sale 162 805.25 Horizon Kinetics Asset Management LLC 5 6 2019 Buy 152 807.34 Horizon Kinetics Asset Management LLC 5 6 2019 Sale 163 800.15 Horizon Kinetics Asset Management LLC 5 7 2019 Buy 151 784.97 Horizon Kinetics Asset Management LLC 5 7 2019 Sale 221 773.04 Horizon Kinetics Asset Management LLC 5 8 2019 Buy 143 801.38 Horizon Kinetics Asset Management LLC 5 8 2019 Sale 132 792.71 Horizon Kinetics Asset Management LLC 5 9 2019 Buy 130 780.10 Horizon Kinetics Asset Management LLC 5 9 2019 Sale 176 776.89 Horizon Kinetics Asset Management LLC 5 10 2019 Buy 195 791.93 Horizon Kinetics Asset Management LLC 5 10 2019 Sale 179 779.69 Horizon Kinetics Asset Management LLC 5 13 2019 Buy 152 787.91 Horizon Kinetics Asset Management LLC 5 13 2019 Sale 157 781.90 Horizon Kinetics Asset Management LLC 5 14 2019 Buy 328 802.79 7 Horizon Kinetics Asset Management LLC 5 14 2019 Sale 351 799.41 Horizon Kinetics Asset Management LLC 5 15 2019 Buy 127 838.67 Horizon Kinetics Asset Management LLC 5 15 2019 Sale 132 830.86 Horizon Kinetics Asset Management LLC 5 16 2019 Buy 128 846.89 Horizon Kinetics Asset Management LLC 5 16 2019 Sale 375 840.41 Horizon Kinetics Asset Management LLC 5 17 2019 Buy 197 849.89 Horizon Kinetics Asset Management LLC 5 17 2019 Sale 253 848.55 Horizon Kinetics Asset Management LLC 5 20 2019 Buy 127 863.61 Horizon Kinetics Asset Management LLC 5 20 2019 Sale 132 855.00 Horizon Kinetics Asset Management LLC 5 21 2019 Buy 142 849.21 Horizon Kinetics Asset Management LLC 5 21 2019 Sale 212 840.49 Horizon Kinetics Asset Management LLC 5 22 2019 Buy 136 837.86 Horizon Kinetics Asset Management LLC 5 22 2019 Sale 230 825.25 Horizon Kinetics Asset Management LLC 5 23 2019 Buy 255 792.31 Horizon Kinetics Asset Management LLC 5 23 2019 Sale 209 787.81 Horizon Kinetics Asset Management LLC 5 24 2019 Buy 190 788.51 Horizon Kinetics Asset Management LLC 5 24 2019 Sale 280 778.73 8 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is amended by adding the following On May 28, 2019, the parties to the Cooperation Agreement entered into an Amendment to the Cooperation Agreement (the Amendment ) to extend term of the Cooperation Agreement until the resolution of the lawsuit filed by the Trust on May 21, 2019 (as may be amended from time to time) in the United States District Court for the Northern District of Texas against Eric L. Oliver, unless earlier terminated by the mutual written agreement of the parties. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 4 and incorporated by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBIT Item 7 of the Schedule 13D is amended by adding thereto the following Exhibit Number Description of Exhibits 3. Press Release, dated May 22, 2019 4. Amendment to Cooperation Agreement, dated May 28, 2019, by and among SoftVest Advisors, LLC, Horizon Kinetics LLC, ART-FGT Family Partners Limited and Tessler Family Limited Partnership 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 May 28, 2019 s Jay Kesslen Jay Kesslen General Counsel Horizon Kinetics LLC s Jay Kesslen Jay Kesslen General Counsel Horizon Kinetics Asset Management LLC Exhibit 3 9 INVESTOR GROUP FILES COUNTER-CLAIMS SEEKING TO RECOGNIZE ELECTION OF ERIC OLIVER AS TRUSTEE OF TEXAS PACIFIC LAND TRUST Lawsuit Pursues Order Requiring Incumbent Trustees to Be Held Personally Liable for Breach of TPL Declaration of Trust and Fiduciary Duties as Trustees Pursues Damages for Unauthorized Proxy Campaign Expenses, 5,000%
Date of Transaction Buy Sale Aggregate Amount of Securities Average Price Per Share Horizon Kinetics Asset Management
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

(Name of Issuer)

Texas Pacific Land Trust

(Title of Class of Securities)

Sub-share Certificates

(CUSIP Number)

882610108

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

Jay Kesslen

c/o Horizon Kinetics LLC

470 Park Avenue South

New York, NY 10016

(Date of Event which Requires Filing of this Statement)

May 28, 2019

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for 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 on 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 ("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).


1.  Names of Reporting Persons.

Horizon Kinetics Asset Management LLC

13-3776334

2.  Check the Appropriate Box if a Member of a Group

(a) [   ]

(b) [   ]

 

3.  SEC Use Only

4.  Source of Funds

WC

 

5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[   ]

6.  Citizenship or Place of Organization

Delaware

 

 

  Number of Shares

  Beneficially

  Owned by

  Each Reporting

  Person With:

 

 

7.  Sole Voting Power

  1,795,339

 

8.  Shared Voting Power

 

 

9.  Sole Dispositive Power

  1,795,339

 

10.  Shared Dispositive Power

 

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,795,339

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

[   ]

13.  Percent of Class Represented by Amount in Row (11)

  23.1

14.  Type of Reporting Person

IA

2

This Amendment No. 5 to the Schedule 13D (this "Amendment No. 5") relates to the sub-share certificates of proprietary interests (the "Shares") of Texas Pacific Land Trust ("TPL") and amends the Schedule 13D Amendment 4/A filed on March 18, 2019 (the "Schedule 13D 4/A" and, together with this Amendment No. 5, the "Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 5 is being filed by Horizon Kinetics Asset Management LLC, a Delaware limited liability company.

This Amendment No. 5 is being filed to amend Item 2, Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is amended by adding the following:

In April 2019, Kinetics Asset Management LLC ("KAM") and Kinetics Advisers, LLC ("KA") reorganized into Horizon Asset Management LLC ("HAM"), following which HAM was renamed Horizon Kinetics Asset Management LLC ("Horizon").  KAM, HAM and KA were all wholly-owned subsidiaries of Horizon Kinetics LLC, and Horizon will remain a wholly-owned subsidiary.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is amended by adding the following:

On May 22, 2019, Horizon, SoftVest LP and ART-FGT LP issued a press release announcing that Mr. Oliver was elected trustee of TPL at the Special Meeting held on May 22, 2019.  The press release is attached as Exhibit 3 and incorporated by reference into this Item 4 in its entirety.

The response to Item 6 of this Amendment No. 5 is incorporated herein by reference.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is amended by adding the following:

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon Kinetics Asset Management LLC, on behalf of its clients, including its proprietary accounts may be found in rows 11 and 13 of the cover page, which is hereby incorporated by reference.

This Schedule 13D does not include approximately 22,841 Shares of TPL held personally by senior portfolio managers of Horizon and their families.  The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon with respect to its proprietary accounts.  Transactions effected by Horizon in the last 60 days are as listed below.  All sales were the result of a client direction or account limitation, and no sales were made in any proprietary account.

3


Name of Reporting Person

Date of Transaction

Buy/Sale

Aggregate Amount of Securities

Average Price Per Share

Horizon Kinetics Asset Management LLC

3/26/2019

Buy

227

762.69

Horizon Kinetics Asset Management LLC

3/26/2019

Sale

188

759.68

Horizon Kinetics Asset Management LLC

3/27/2019

Buy

200

775.70

Horizon Kinetics Asset Management LLC

3/27/2019

Sale

336

770.88

Horizon Kinetics Asset Management LLC

3/28/2019

Buy

149

774.46

Horizon Kinetics Asset Management LLC

3/28/2019

Sale

77

770.26

Horizon Kinetics Asset Management LLC

3/29/2019

Buy

145

776.89

Horizon Kinetics Asset Management LLC

3/29/2019

Sale

122

768.21

Horizon Kinetics Asset Management LLC

4/1/2019

Buy

125

783.87

Horizon Kinetics Asset Management LLC

4/1/2019

Sale

132

780.10

Horizon Kinetics Asset Management LLC

4/2/2019

Buy

157

804.37

Horizon Kinetics Asset Management LLC

4/2/2019

Sale

165

800.17

Horizon Kinetics Asset Management LLC

4/3/2019

Buy

231

794.18

Horizon Kinetics Asset Management LLC

4/3/2019

Sale

238

788.23

Horizon Kinetics Asset Management LLC

4/4/2019

Buy

1626

784.99

Horizon Kinetics Asset Management LLC

4/4/2019

Sale

1633

780.18 

Horizon Kinetics Asset Management LLC

4/5/2019

Buy

197

789.90


4

Horizon Kinetics Asset Management LLC

4/5/2019

Sale

241

790.13

Horizon Kinetics Asset Management LLC

4/8/2019

Buy

177

811.89

Horizon Kinetics Asset Management LLC

4/8/2019

Sale

158

808.02

Horizon Kinetics Asset Management LLC

4/9/2019

Buy

947

842.57

Horizon Kinetics Asset Management LLC

4/9/2019

Sale

956

840.63

Horizon Kinetics Asset Management LLC

4/10/2019

Buy

262

869.52

Horizon Kinetics Asset Management LLC

4/10/2019

Sale

329

860.17

Horizon Kinetics Asset Management LLC

4/11/2019

Buy

151

905.77

Horizon Kinetics Asset Management LLC

4/11/2019

Sale

595

897.75

Horizon Kinetics Asset Management LLC

4/12/2019

Buy

176

903.15

Horizon Kinetics Asset Management LLC

4/12/2019

Sale

202

896.79

Horizon Kinetics Asset Management LLC

4/15/2019

Buy

163

901.91

Horizon Kinetics Asset Management LLC

4/15/2019

Sale

257

894.54

Horizon Kinetics Asset Management LLC

4/16/2019

Buy

151

896.45

Horizon Kinetics Asset Management LLC

4/16/2019

Sale

152

888.63

Horizon Kinetics Asset Management LLC

4/17/2019

Buy

151

887.63

Horizon Kinetics Asset Management LLC

4/17/2019

Sale

303

878.19

5


Horizon Kinetics Asset Management LLC

4/18/2019

Buy

151

899.74

Horizon Kinetics Asset Management LLC

4/18/2019

Sale

202

898.73

Horizon Kinetics Asset Management LLC

4/22/2019

Buy

145

897.23

Horizon Kinetics Asset Management LLC

4/22/2019

Sale

151

893.33

Horizon Kinetics Asset Management LLC

4/23/2019

Buy

172

899.05

Horizon Kinetics Asset Management LLC

4/23/2019

Sale

170

897.42

Horizon Kinetics Asset Management LLC

4/24/2019

Buy

156

900.15

Horizon Kinetics Asset Management LLC

4/24/2019

Sale

151

896.31

Horizon Kinetics Asset Management LLC

4/25/2019

Buy

145

897.82

Horizon Kinetics Asset Management LLC

4/25/2019

Sale

191

894.66

Horizon Kinetics Asset Management LLC

4/26/2019

Buy

795

858.55

Horizon Kinetics Asset Management LLC

4/26/2019

Sale

256

845.25

Horizon Kinetics Asset Management LLC

4/29/2019

Buy

145

837.25

Horizon Kinetics Asset Management LLC

4/29/2019

Sale

152

829.03

Horizon Kinetics Asset Management LLC

4/30/2019

Buy

179

806.52

Horizon Kinetics Asset Management LLC

4/30/2019

Sale

176

804.90

Horizon Kinetics Asset Management LLC

5/1/2019

Buy

173

807.56

Horizon Kinetics Asset Management LLC

5/1/2019

Sale

298

798.29


6


Horizon Kinetics Asset Management LLC

5/2/2019

Buy

160

819.00

Horizon Kinetics Asset Management LLC

5/2/2019

Sale

253

813.68

Horizon Kinetics Asset Management LLC

5/3/2019

Buy

151

807.87

Horizon Kinetics Asset Management LLC

5/3/2019

Sale

162

805.25

Horizon Kinetics Asset Management LLC

5/6/2019

Buy

152

807.34

Horizon Kinetics Asset Management LLC

5/6/2019

Sale

163

800.15

Horizon Kinetics Asset Management LLC

5/7/2019

Buy

151

784.97

Horizon Kinetics Asset Management LLC

5/7/2019

Sale

221

773.04

Horizon Kinetics Asset Management LLC

5/8/2019

Buy

143

801.38

Horizon Kinetics Asset Management LLC

5/8/2019

Sale

132

792.71

Horizon Kinetics Asset Management LLC

5/9/2019

Buy

130

780.10

Horizon Kinetics Asset Management LLC

5/9/2019

Sale

176

776.89

Horizon Kinetics Asset Management LLC

5/10/2019

Buy

195

791.93

Horizon Kinetics Asset Management LLC

5/10/2019

Sale

179

779.69

Horizon Kinetics Asset Management LLC

5/13/2019

Buy

152

787.91

Horizon Kinetics Asset Management LLC

5/13/2019

Sale

157

781.90

Horizon Kinetics Asset Management LLC

5/14/2019

Buy

328

802.79


7


Horizon Kinetics Asset Management LLC

5/14/2019

Sale

351

799.41

Horizon Kinetics Asset Management LLC

5/15/2019

Buy

127

838.67

Horizon Kinetics Asset Management LLC

5/15/2019

Sale

132

830.86

Horizon Kinetics Asset Management LLC

5/16/2019

Buy

128

846.89

Horizon Kinetics Asset Management LLC

5/16/2019

Sale

375

840.41

Horizon Kinetics Asset Management LLC

5/17/2019

Buy

197

849.89

Horizon Kinetics Asset Management LLC

5/17/2019

Sale

253

848.55

Horizon Kinetics Asset Management LLC

5/20/2019

Buy

127

863.61

Horizon Kinetics Asset Management LLC

5/20/2019

Sale

132

855.00

Horizon Kinetics Asset Management LLC

5/21/2019

Buy

142

849.21

Horizon Kinetics Asset Management LLC

5/21/2019

Sale

212

840.49

Horizon Kinetics Asset Management LLC

5/22/2019

Buy

136

837.86

Horizon Kinetics Asset Management LLC

5/22/2019

Sale

230

825.25

Horizon Kinetics Asset Management LLC

5/23/2019

Buy

255

792.31

Horizon Kinetics Asset Management LLC

5/23/2019

Sale

209

787.81

Horizon Kinetics Asset Management LLC

5/24/2019

Buy

190

788.51

Horizon Kinetics Asset Management LLC

5/24/2019

Sale

280

778.73


8

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is amended by adding the following:

On May 28, 2019, the parties to the Cooperation Agreement entered into an Amendment to the Cooperation Agreement (the "Amendment") to extend term of the Cooperation Agreement until the resolution of the lawsuit filed by the Trust on May 21, 2019 (as may be amended from time to time) in the United States District Court for the Northern District of Texas against Eric L. Oliver, unless earlier terminated by the mutual written agreement of the parties.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 4 and incorporated by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBIT

Item 7 of the Schedule 13D is amended by adding thereto the following:

Exhibit Number Description of Exhibits
   
3.  Press Release, dated May 22, 2019
   
4. Amendment to Cooperation Agreement, dated May 28, 2019, by and among SoftVest  Advisors, LLC, Horizon Kinetics LLC, ART-FGT Family Partners Limited and Tessler Family Limited Partnership

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:May 28, 2019                 

/s/ Jay Kesslen                                           

Jay Kesslen

General Counsel

Horizon Kinetics LLC

/s/ Jay Kesslen                                           

Jay Kesslen

General Counsel

Horizon Kinetics Asset Management LLC

Exhibit 3

9

INVESTOR GROUP FILES COUNTER-CLAIMS SEEKING TO RECOGNIZE ELECTION OF ERIC OLIVER AS TRUSTEE OF TEXAS PACIFIC LAND TRUST

Lawsuit Pursues Order Requiring Incumbent Trustees to Be Held Personally Liable for Breach of TPL Declaration of Trust and Fiduciary Duties as Trustees

Pursues Damages for Unauthorized Proxy Campaign Expenses, 5,000% Salary Increase and Undisclosed Purchase of Plane

DALLAS, May 28, 2019 - SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners (the "Investor Group"), which collectively beneficially own over 25% of the outstanding shares of Texas Pacific Land Trust (NYSE: TPL), announced that they have filed counter-claims against David E. Barry and John A. Norris, III, the incumbent trustees of TPL, in the United States District Court for the Northern District of Texas.

The counter-claims seek a declaratory judgment that the vote conducted at the May 22 shareholder meeting was valid and effective, and that Mr. Eric Oliver has been overwhelmingly elected as TPL's third trustee.  The Investor Group is also pursuing an injunction to prevent the incumbent trustees from taking action on behalf of TPL without the participation of the now duly elected third trustee, Mr. Oliver.

The Investor Group is also pursuing damages from the incumbent trustees for their wrongful acts as trustees, including the more than 5,000% raise in salary given to themselves and the recent undisclosed purchase of a private plane.  The Investor Group is also seeking restoration to TPL of the money spent by the incumbent trustees in their proxy campaign to prevent Mr. Oliver's election, as it was outside the scope of their limited powers as trustees.  The Investor Group believes such amount may be in excess of $5 million (which includes costs of private investigators paid to intimidate Mr. Oliver, two law firms, investment bank, proxy solicitor, web designers, multiple rounds of mailings and social media ads). 

The Investor Group notes that its litigation is against each of the incumbent trustees in their individual capacity because their actions in these regards are unauthorized under the TPL Declaration of Trust, in addition to being in breach of their fiduciary duties under the standards applicable in their capacities as trustees.

The Investor Group again thanks all shareholders for their support.  It is unfortunate that additional shareholder resources will have to be spent by both sides to pursue this matter in lawyers and PR advisors, but the incumbent Trustees have once again demonstrated that they will use all measures and assets at their disposal to defend their incumbency and prior actions; if history is a guide, such behavior rarely stops of its own accord and, more often, escalates.   

As the unnecessary spending on each side escalates, the Investor Group again calls on David Barry and John Norris to welcome Eric Oliver as a fellow trustee, to work with him collaboratively to create value for all shareholders and to finally move forward.

Exhibit 4

10

AMENDMENT TO THE COOPERATION AGREEMENT

THIS AMENDMENT TO THE COOPERATION AGREEMENT (this "Amendment"), dated May 28, 2019 and effective as of May 22, 2019, is by and among SoftVest Advisors, LLC, Horizon Kinetics LLC, Tessler Family Limited Partnership, and ART-FGT Family Partners Limited (collectively, the "Parties" and each, a "Party").  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement (as defined below).

WHEREAS, the Parties entered into that certain Cooperation Agreement, dated March 15, 2019 (the "Agreement");

WHEREAS, in accordance with Section 9(b) of the Agreement, the parties wish to amend certain terms of the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Section 7 of the Agreement is hereby deleted and replaced with the following:

Termination. This Agreement will automatically terminate upon resolution of the lawsuit filed by the Trust on May 21, 2019 (as may be amended from time to time) in the United States District Court for the Northern District of Texas against Eric L. Oliver, unless earlier terminated by the mutual written agreement of the Parties.  Sections 5, 6(d), 7, 8 and 9 shall survive any termination of this Agreement.

2. This Amendment (i) shall be governed by and construed in accordance with the laws of the State of New York, (ii) may not be assigned, amended, waived or modified except by a writing signed by each Party (or, with respect to a waiver, the Party against whom such waiver is asserted), (iii) may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument, (iv) together with the Agreement represents the entire agreement between the Parties with respect to the subject matter of the Agreement and this Amendment and (v) is not intended to be enforceable by any person who is not a party to this Amendment.

11

The Parties have caused this Amendment to be executed as of the day and year first above written.

 

HORIZON KINETICS LLC

 

 

 

 

 

 

By:

/s/ Jay Kesslen

 

 

 

Name:

Jay Kesslen

 

 

 

Title:

General Counsel

 


 

SOFTVEST ADVISORS, LLC

 

 

 

 

 

By:

/s/ Eric L. Oliver

 

 

 

Name:

Eric L. Oliver

 

 

 

Title:

President

 


 

ART-FGT FAMILY PARTNERS LIMITED

 

 

 

By:

TESSLER FMC LLC, its general partner


 

By:

/s/ Andrea Tessler

 

 

 

Name:

Andrea Tessler

 

 

 

Title:

Manager

 


 

TESSLER FAMILY LIMITED PARTNERSHIP

 

 

 

By:

APRES VOUS LLC, its general partner


 

By:

/s/ Andrea Tessler

 

 

 

Name:

Andrea Tessler

 

 

 

Title:

Manager

 


12