Filing Details

Accession Number:
0001056823-20-000038
Form Type:
13D Filing
Publication Date:
2020-02-21 14:25:19
Filed By:
Horizon Asset Management
Company:
Texas Pacific Land Trust (NYSE:TPL)
Filing Date:
2020-02-21
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 1,750,858 9. 1,750,858 11. 1,750,858 22.6%
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/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)

TEXAS PACIFIC LAND TRUST

(Name of Issuer)

Sub-share Certificates

(Title of Class of Securities)

882610108

(CUSIP Number)

Jay Kesslen

c/o Horizon Kinetics LLC

470 Park Avenue South

New York, NY 10016

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 20, 2020

(Date of Event which Requires Filing of this Statement)

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

    1,750,858

 

8.  Shared Voting Power

 

 

9.  Sole Dispositive Power

  1,750,858

 

10.  Shared Dispositive Power

 

 

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

1,750,858

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

[   ]

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

  22.6

14.  Type of Reporting Person

IA


This Amendment No. 7 to the Schedule 13D (this "Amendment No. 7") relates to the sub-share certificates of proprietary interests (the "Shares") of Texas Pacific Land Trust ("TPL") and amends the Schedule 13D Amendment 6 filed on August 1, 2019 (the "Schedule 13D 6" and, together with this Amendment No. 7, the "Schedule 13D"). Capitalized terms used and not defined in this Amendment No. 7 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 7 is being filed by Horizon Kinetics Asset Management LLC ("Horizon") a Delaware limited liability company, a wholly owned subsidiary of Horizon Kinetics LLC.

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

ITEM 4. PURPOSE OF TRANSACTION

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

On February 20, 2020, certain of the Reporting Persons entered into an amendment (the "Amendment") to the Settlement Agreement pursuant to which the Decision Period (as defined in the Settlement Agreement) was extended through March 6, 2020.

The foregoing description of the Amendment is qualified by the full text of such agreement, which is attached hereto as Exhibit 7 and is incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

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

Percentages of the Shares outstanding reported in this Amendment No. 7 are calculated based upon the 7,756,156 Shares outstanding as of October 31, 2019, as reported in TPL's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed by TPL with the SEC on November 7, 2019.

As a result of the Cooperation Agreement, Horizon, the SoftVest Reporting Persons and Tessler Reporting Persons may be deemed to have formed a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Act. The Shares reported in this Schedule 13D do not include security interests owned by SoftVest Reporting Persons and Tessler Reporting Persons who have filed a separate Schedule 13D.  Horizon assumes no responsibility for the information contained in any such Schedule 13D or any amendment thereto.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon, 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 23,303 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.


Name of Reporting Person

Date of Transaction

Buy/Sale

Aggregate Amount of Securities

Average Price Per Share

Horizon Kinetics Asset Management LLC

12/23/19

Buy

1,169

783.69

Horizon Kinetics Asset Management LLC

12/23/19

Sale

1,200

783.70

Horizon Kinetics Asset Management LLC

12/24/19

Buy

170

794.95

Horizon Kinetics Asset Management LLC

12/24/19

Sale

228

788.81

Horizon Kinetics Asset Management LLC

12/26/19

Buy

1,170

785.22

Horizon Kinetics Asset Management LLC

12/26/19

Sale

1,481

781.21

Horizon Kinetics Asset Management LLC

12/27/19

Buy

1,301

795.04

Horizon Kinetics Asset Management LLC

12/27/19

Sale

1,321

794.76

Horizon Kinetics Asset Management LLC

12/30/19

Buy

214

788.34

Horizon Kinetics Asset Management LLC

12/30/19

Sale

218

787.86

Horizon Kinetics Asset Management LLC

12/31/19

Buy

444

781.22

Horizon Kinetics Asset Management LLC

12/31/19

Sale

448

781.22

Horizon Kinetics Asset Management LLC

1/2/2020

Buy

38

784.09

Horizon Kinetics Asset Management LLC

1/2/2020

Sale

215

772.69

Horizon Kinetics Asset Management LLC

1/3/2020

Buy

35

791.55

Horizon Kinetics Asset Management LLC

1/3/2020

Sale

175

787.03

Horizon Kinetics Asset Management LLC

1/6/2020

Buy

51

803.94



Horizon Kinetics Asset Management LLC

1/6/2020

Sale

175

801.35

Horizon Kinetics Asset Management LLC

1/7/2020

Buy

52

804.64

Horizon Kinetics Asset Management LLC

1/7/2020

Sale

545

799.82

Horizon Kinetics Asset Management LLC

1/8/2020

Buy

2,087

819.36

Horizon Kinetics Asset Management LLC

1/8/2020

Sale

2,249

818.56

Horizon Kinetics Asset Management LLC

1/9/2020

Buy

336

813.35

Horizon Kinetics Asset Management LLC

1/9/2020

Sale

873

819.02

Horizon Kinetics Asset Management LLC

1/10/2020

Buy

256

808.52

Horizon Kinetics Asset Management LLC

1/10/2020

Sale

403

804.40

Horizon Kinetics Asset Management LLC

1/13/2020

Buy

251

804.62

Horizon Kinetics Asset Management LLC

1/13/2020

Sale

387

801.31

Horizon Kinetics Asset Management LLC

1/14/2020

Buy

317

799.24

Horizon Kinetics Asset Management LLC

1/14/2020

Sale

409

799.70

Horizon Kinetics Asset Management LLC

1/15/2020

Buy

300

795.92

Horizon Kinetics Asset Management LLC

1/15/2020

Sale

708

798.91

Horizon Kinetics Asset Management LLC

1/16/2020

Buy

238

794.90

Horizon Kinetics Asset Management LLC

1/16/2020

Sale

548

792.26



Horizon Kinetics Asset Management LLC

1/17/2020

Buy

259

792.86

Horizon Kinetics Asset Management LLC

1/17/2020

Sale

550

792.87

Horizon Kinetics Asset Management LLC

1/21/2020

Buy

229

781.94

Horizon Kinetics Asset Management LLC

1/21/2020

Sale

5,477

791.79

Horizon Kinetics Asset Management LLC

1/22/2020

Buy

242

766.80

 Horizon Kinetics Asset Management LLC

  1/22/2020

  Sale 

  449

  770.73

 Horizon Kinetics Asset Management LLC

  1/23/2020

  Buy

  308

  757.54

 Horizon Kinetics Asset Management LLC

  1/23/2020

  Sale

470

  756.44

Horizon Kinetics Asset Management LLC

1/24/2020

Buy

244

751.31

Horizon Kinetics Asset Management LLC

1/24/2020

Sale

440

745.74

Horizon Kinetics Asset Management LLC

1/27/2020

Buy

235

735.13

Horizon Kinetics Asset Management LLC

1/27/2020

Sale

658

740.46

Horizon Kinetics Asset Management LLC

1/28/2020

Buy

229

745.55

Horizon Kinetics Asset Management LLC

1/28/2020

Sale

818

744.47

Horizon Kinetics Asset Management LLC

1/29/2020

Buy

303

742.00

Horizon Kinetics Asset Management LLC

1/29/2020

Sale

510

744.24

Horizon Kinetics Asset Management LLC

1/30/2020

Buy

283

726.50

Horizon Kinetics Asset Management LLC

1/30/2020

Sale

488

729.62



Horizon Kinetics Asset Management LLC

1/31/2020

Buy

234

755.71

Horizon Kinetics Asset Management LLC

1/31/2020

Sale

800

742.37

Horizon Kinetics Asset Management LLC

2/3/2020

Buy

329

750.00

Horizon Kinetics Asset Management LLC

2/3/2020

Sale

739

750.17

Horizon Kinetics Asset Management LLC

2/4/2020

Buy

229

780.04

Horizon Kinetics Asset Management LLC

2/4/2020

Sale

836

773.53

Horizon Kinetics Asset Management LLC

2/5/2020

Buy

229

801.07

Horizon Kinetics Asset Management LLC

2/5/2020

Sale

686

799.73

Horizon Kinetics Asset Management LLC

2/6/2020

Buy

52

804.12

Horizon Kinetics Asset Management LLC

2/6/2020

Sale

244

802.59

Horizon Kinetics Asset Management LLC

2/7/2020

Buy

124

802.10

Horizon Kinetics Asset Management LLC

2/7/2020

Sale

650

799.81

Horizon Kinetics Asset Management LLC

2/10/2020

Buy

161

777.46

Horizon Kinetics Asset Management LLC

2/10/2020

Sale

283

785.79

Horizon Kinetics Asset Management LLC

2/11/2020

Buy

127

782.32

Horizon Kinetics Asset Management LLC

2/11/2020

Sale

182

784.49

Horizon Kinetics Asset Management LLC

2/12/2020

Buy

123

787.75



Horizon Kinetics Asset Management LLC

2/12/2020

Sale

790

786.81

Horizon Kinetics Asset Management LLC

2/13/2020

Buy

134

783.50

Horizon Kinetics Asset Management LLC

2/13/2020

Sale

483

781.12

Horizon Kinetics Asset Management LLC

 2/14/2020

Buy

137

770.07

Horizon Kinetics Asset Management LLC

2/14/2020

Sale

827

770.58

Horizon Kinetics Asset Management LLC

2/18/2020

Buy

58

767.62

Horizon Kinetics Asset Management LLC

2/18/2020

Sale

221

759.33

Horizon Kinetics Asset Management LLC

2/19/2020

Buy

117

772.70

Horizon Kinetics Asset Management LLC

2/19/2020

Sale

493

770.49

Horizon Kinetics Asset Management LLC

2/20/2020 Buy 52 775.17

Horizon Kinetics Asset Management LLC

2/20/2020

Sale

354 775.16

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:

The response to Item 4 of this Amendment No. 7 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

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

Exhibit Number


 

Description of Exhibits


7.

 

Amendment to Settlement Agreement dated February 20, 2020.

 

 

 


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: February 21, 2020            

 

/s/ Jay Kesslen                                           

Jay Kesslen

General Counsel

Horizon Kinetics LLC

Horizon Kinetics Asset Management LLC