Filing Details

Accession Number:
0001193125-24-016932
Form Type:
13D Filing
Publication Date:
2024-01-28 19:00:00
Filed By:
Bx Guidon Topco Llc
Company:
Viper Energy Inc. (NASDAQ:VNOM)
Filing Date:
2024-01-29
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
BX Guidon Topco 3,742,347 0 3,742,347 0 3,742,347 4.3%
Blackstone Management Associates VI 0 3,742,347 0 3,742,347 3,742,347 4.3%
Blackstone Energy Management Associates II 0 3,742,347 0 3,742,347 3,742,347 4.3%
BMA VI 0 3,742,347 0 3,742,347 3,742,347 4.3%
Blackstone EMA II 0 3,742,347 0 3,742,347 3,742,347 4.3%
Blackstone Holdings III 3,742,347 0 3,742,347 0 3,742,347 4.3%
Blackstone Holdings III GP 3,742,347 0 3,742,347 0 3,742,347 4.3%
Blackstone Holdings III GP Management 3,742,347 0 3,742,347 0 3,742,347 4.3%
Blackstone Inc 3,742,347 0 3,742,347 0 3,742,347 4.3%
Blackstone Group Management 3,742,347 0 3,742,347 0 3,742,347 4.3%
Stephen A. Schwarzman 3,742,347 0 3,742,347 0 3,742,347 4.3%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

 

 

Viper Energy, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.000001 per share

(Title of Class of Securities)

927959106

(CUSIP Number)

John G. Finley

Blackstone Inc.

345 Park Avenue

New York, New York 10154

Tel: (212) 583-5000

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

January 19, 2024

(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. ☐

 

 

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 persons 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 (the 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).

 

 

 


CUSIP No. 927959106   13D/A   Page 2 of 16

 

 (1)    

 Names of Reporting Persons

 

 BX Guidon Topco LLC

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 3,742,347

    (8)   

 Shared voting power

 

 0

    (9)   

 Sole dispositive power

 

 3,742,347

   (10)   

 Shared dispositive power

 

 0

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 OO

 

2


CUSIP No. 927959106   13D/A   Page 3 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone Management Associates VI L.L.C.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 0

    (8)   

 Shared voting power

 

 3,742,347

    (9)   

 Sole dispositive power

 

 0

   (10)   

 Shared dispositive power

 

 3,742,347

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 OO

 

3


CUSIP No. 927959106   13D/A   Page 4 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone Energy Management Associates II L.L.C.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 0

    (8)   

 Shared voting power

 

 3,742,347

    (9)   

 Sole dispositive power

 

 0

   (10)   

 Shared dispositive power

 

 3,742,347

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 OO

 

4


CUSIP No. 927959106   13D/A   Page 5 of 16

 

 (1)    

 Names of Reporting Persons

 

 BMA VI L.L.C.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 0

    (8)   

 Shared voting power

 

 3,742,347

    (9)   

 Sole dispositive power

 

 0

   (10)   

 Shared dispositive power

 

 3,742,347

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 OO

 

5


CUSIP No. 927959106   13D/A   Page 6 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone EMA II L.L.C.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 0

    (8)   

 Shared voting power

 

 3,742,347

    (9)   

 Sole dispositive power

 

 0

   (10)   

 Shared dispositive power

 

 3,742,347

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 OO

 

6


CUSIP No. 927959106   13D/A   Page 7 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone Holdings III L.P.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (5)  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 ☐

 (6)  

 Citizenship or place of organization

 

 Quebec, Canada

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

 

    (7)     

 Sole voting power

 

 3,742,347

    (8)   

 Shared voting power

 

 0

    (9)   

 Sole dispositive power

 

 3,742,347

   (10)   

 Shared dispositive power

 

 0

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 PN

 

7


CUSIP No. 927959106   13D/A   Page 8 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone Holdings III GP L.P.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 3,742,347

    (8)   

 Shared voting power

 

 0

    (9)   

 Sole dispositive power

 

 3,742,347

   (10)   

 Shared dispositive power

 

 0

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 PN

 

8


CUSIP No. 927959106   13D/A   Page 9 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone Holdings III GP Management L.L.C.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 3,742,347

    (8)   

 Shared voting power

 

 0

    (9)   

 Sole dispositive power

 

 3,742,347

   (10)   

 Shared dispositive power

 

 0

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 OO

 

9


CUSIP No. 927959106   13D/A   Page 10 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone Inc.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 3,742,347

    (8)   

 Shared voting power

 

 0

    (9)   

 Sole dispositive power

 

 3,742,347

   (10)   

 Shared dispositive power

 

 0

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 CO

 

10


CUSIP No. 927959106   13D/A   Page 11 of 16

 

 (1)    

 Names of Reporting Persons

 

 Blackstone Group Management L.L.C.

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (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

 

 3,742,347

    (8)   

 Shared voting power

 

 0

    (9)   

 Sole dispositive power

 

 3,742,347

   (10)   

 Shared dispositive power

 

 0

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 OO

 

11


CUSIP No. 927959106   13D/A   Page 12 of 16

 

 (1)    

 Names of Reporting Persons

 

 Stephen A. Schwarzman

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☒

 

 (3)  

 SEC use only

 

 (4)  

 Source of funds (see instructions)

 

 OO

 (5)  

 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

 ☐

 (6)  

 Citizenship or place of organization

 

 United States

Number of

shares

 beneficially 

owned by

each

reporting

person

with:

 

    (7)     

 Sole voting power

 

 3,742,347

    (8)   

 Shared voting power

 

 0

    (9)   

 Sole dispositive power

 

 3,742,347

   (10)   

 Shared dispositive power

 

 0

(11)    

 Aggregate amount beneficially owned by each reporting person

 

 3,742,347

(12)  

 Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

 ☐

(13)  

 Percent of class represented by amount in Row (11)

 

 4.3%

(14)  

 Type of reporting person (see instructions)

 

 IN

 

12


CUSIP No. 927959106   13D/A   Page 13 of 16

 

This Amendment No. 15 (Amendment No. 15) amends the statement on Schedule 13D filed with the Securities Exchange Commission on October 12, 2021, as amended by Amendment No. 1 filed on October 21, 2021, Amendment No. 2 filed on January 11, 2022, Amendment No. 3 filed on March 22, 2022, Amendment No. 4 filed on May 2, 2022, Amendment No. 5 filed on October 21, 2022, Amendment No. 6 filed on November 8, 2022, Amendment No. 7 filed on April 17, 2023, Amendment No. 8 filed on April 20, 2023, Amendment No. 9 filed on August 8, 2023, Amendment No. 10 filed on October 30, 2023, Amendment No. 11 filed on November 15, 2023, Amendment No. 12 filed on December 19, 2023, Amendment No. 13, filed on January 9, 2024 and Amendment No. 14, filed on January 16, 2024 (as amended, the Schedule 13D), with respect to the shares of Class A common stock, $0.000001 par value per share (the Common Stock), of Viper Energy, Inc., a Delaware corporation (the Issuer), and is being filed pursuant to Section 13(d) of the Act. The principal executive offices of the Issuer are located at 500 West Texas Avenue, Suite 100, Midland, TX 79701. Except as specifically amended by this Amendment No. 15, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment No. 15 shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer

Items 5(a)-(c) and (e) of the Schedule 13D are hereby amended and restated as follows:

(a) and (b) Calculations of the percentage of Common Stock beneficially owned is based on 87,144,273 shares of Common Stock outstanding as of November 13, 2023, as reported in the Issuers Registration Statement on Form S-3, filed by the Issuer with the Securities and Exchange Commission on November 13, 2023.

The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, BX Guidon Topco LLC directly holds 3,742,347 shares of Common Stock.

The controlling membership interests of BX Guidon Topco LLC are held by Blackstone Management Associates VI L.L.C. and Blackstone Energy Management Associates II L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Common Stock.

 

13


CUSIP No. 927959106   13D/A   Page 14 of 16

 

(c) On January 19, 2024 and January 26, 2024, the Reporting Persons delivered 405,000 and 300,000 shares of Common Stock held by the Reporting Persons, respectively, pursuant to the exercise and settlement of covered call options by the holders thereof. Except as set forth in this Amendment No. 15, none of the Reporting Persons has effected any transaction in Common Stock since the filing of Amendment No. 14.

(e) As a result of the exercise and settlement of covered call options by the holders thereof, on January 19, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Issuers outstanding Common Stock. The filing of this Amendment No 15. represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by adding the following at the end thereof:

Between January 22, 2024 and January 23, 2024, BX Guidon Topco LLC sold an aggregate of 794,253 covered call options, with expiration dates between February 16, 2024 and February 28, 2024, at strike prices at or near the trading price on the trade date. If exercised, the options will be settled by BX Guidon Topco LLCs delivery of Common Stock.

 

14


CUSIP No. 927959106   13D/A   Page 15 of 16

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct.

 

Date: January 26, 2024     BX Guidon Topco LLC
    By:   /s/ Brijesh Kalaria
    Name:   Brijesh Kalaria
    Title:   Vice President
    Blackstone Management Associates VI L.L.C.
    By: BMA VI L.L.C., its sole member
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Authorized Signatory
    Blackstone Energy Management Associates II L.L.C.
    By: Blackstone EMA II L.L.C., its sole member
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Authorized Signatory
    BMA VI L.L.C.
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Authorized Signatory
    Blackstone EMA II L.L.C.
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Authorized Signatory

 

15


CUSIP No. 927959106   13D/A   Page 16 of 16

 

    Blackstone Holdings III L.P.
    By: Blackstone Holdings III GP L.P., its general partner
    By: Blackstone Holdings III GP Management L.L.C., its general partner
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Senior Managing Director
    Blackstone Holdings III GP L.P.
    By: Blackstone Holdings III GP Management L.L.C., its general partner
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Senior Managing Director
    Blackstone Holdings III GP Management L.L.C.
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Senior Managing Director
    Blackstone Inc.
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Senior Managing Director
    Blackstone Group Management L.L.C.
    By:   /s/ Tabea Hsi
    Name:   Tabea Hsi
    Title:   Senior Managing Director
    Stephen A. Schwarzman

 

 

 

  /s/ Stephen A. Schwarzman

 

16