Filing Details

Accession Number:
0001519418-17-000013
Form Type:
13D Filing
Publication Date:
2017-08-16 17:18:23
Filed By:
Horizon Asset Management
Company:
Texas Pacific Land Trust (NYSE:TPL)
Filing Date:
2017-08-16
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
Kinetics Advisers 44,141 44,141 11. 44,141 0.6%
Horizon Asset Management 941,143 941,143 11. 941,143 12.0%
Kinetics Asset Management 784,695 784,695 11. 784,695 10.0%
Horizon Kinetics 10. 1,769,979 1,769,979 22.5%
Date of Transaction Buy Sale Aggregate Amount of Securities Average Price Per Share Horizon Asset Management
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

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)

August 14, 2017
(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 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 (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.

Kinetics Advisers, LLC
13-4121163

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

New York

  7. Sole Voting Power
       44,141
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by    
Each Reporting    
Person With: 9. Sole Dispositive Power
       44,141
     
  10. Shared Dispositive Power
     
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
44,141

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[   ]

   
13.

Percent of Class Represented by Amount in Row (11)
0.6%

   
14.

Type of Reporting Person
IA



1. Names of Reporting Persons.
     Horizon 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
  7. Sole Voting Power
       941,143
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by    
Each Reporting    
Person With: 9. Sole Dispositive Power
       941,143
     
  10. Shared Dispositive Power
     
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
941,143

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[   ]

   
13.

Percent of Class Represented by Amount in Row (11)
12.0%

   
14.

Type of Reporting Person
IA



1. Names of Reporting Persons.
   Kinetics Asset Management LLC
   13-3878346
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
 
  7. Sole Voting Power
       784,695
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by    
Each Reporting    
Person With: 9. Sole Dispositive Power
       784,695
     
  10. Shared Dispositive Power
     
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
784,695

   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[   ]

   
13.

Percent of Class Represented by Amount in Row (11)
10.0%

   
14.

Type of Reporting Person
IA

   


1. Names of Reporting Persons.
Horizon Kinetics LLC
45-0642972
2. Check the Appropriate Box if a Member of a Group
        (a) [   ]
        (b) [   ] 
3. SEC Use Only
   
   
4. Source of Funds
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

  7. Sole Voting Power
     
Number of Shares    
Beneficially 8. Shared Voting Power
Owned by      1,769,979
Each Reporting    
Person With: 9. Sole Dispositive Power
     
     
  10.  Shared Dispositive Power
     1,769,979
     
   
11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,769,979

   
12.

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

   
  

[X]

13.

Percent of Class Represented by Amount in Row (11)
22.5%

   
14.

Type of Reporting Person
OO

   

ITEM 1. SECURITY AND ISSUER

This statement relates to the sub-share certificates of proprietary interests (Shares) of Texas Pacific Land Trust (TPL). The address of TPLs principal executive office is 1700 Pacific Avenue, Suite 2770, Dallas, Texas 75201.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Horizon Kinetics LLC, a Delaware limited liability company and parent company to registered investment advisers Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC, (collectively, Horizon Kinetics), all of which maintain a principal business address of 470 Park Avenue South, New York, New York 10016. Neither Horizon Kinetics nor any of its executive officers have, in the last 5 years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Horizon Kinetics, through its registered investment advisers, acts as a discretionary investment manager on behalf of its clients, who maintain beneficial interest in TPL. In addition, Horizon Kinetics and its principals maintain ownership of TPL by virtue of investments in certain accounts, including proprietary accounts.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Horizon Kinetics has acquired Shares of TPL for investment purposes from time to time for more than twenty years on behalf of both its clients as well as its own interest. Horizon Kinetics used client assets to purchase Shares on behalf of its clients, and its own working capital to purchase shares for its proprietary accounts, which has included funds deposited by its personnel. The aggregate purchase price of the Shares collectively purchased by the Reporting Persons was approximately $677 million.

ITEM 4. PURPOSE OF TRANSACTION

Horizon Kinetics has purchased Shares for investment purposes and may purchase additional shares for the same purpose. Except as described above, none of the Reporting Persons currently has any other plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

            (a)        The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Horizon 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.

            (b)        The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by 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.

            (c)        The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by Kinetics Advisers, 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 9,726 Shares of TPL held personally by senior portfolio managers of Horizon Kinetics. The right to dividends from, or proceeds from the sale of such Shares resides with the beneficial owners of such accounts, and Horizon Kinetics with respect to its proprietary accounts. Transactions effected by Horizon Kinetics 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 Asset Management LLC 6/16/2017 Buy 963 297.53
Horizon Asset Management LLC 6/16/2017 Sale 24 297.02
Kinetics Asset Management LLC 6/16/2017 Sale 90 297.01
Horizon Asset Management LLC 6/19/2017 Buy 1612 304.58
Horizon Asset Management LLC 6/19/2017 Sale 251 303.36
Kinetics Asset Management LLC 6/19/2017 Sale 108 304.45
Horizon Asset Management LLC 6/20/2017 Buy 1168 299.37
Horizon Asset Management LLC 6/20/2017 Sale 21 297.52
Kinetics Asset Management LLC 6/20/2017 Sale 90 298.20
Horizon Asset Management LLC 6/21/2017 Buy 1706 297.29
Horizon Asset Management LLC 6/21/2017 Sale 11 296.50
Kinetics Asset Management LLC 6/21/2017 Sale 90 296.34
Horizon Asset Management LLC 6/22/2017 Buy 1171 287.87
Kinetics Asset Management LLC 6/22/2017 Sale 142 283.02
Horizon Asset Management LLC 6/23/2017 Buy 1501 289.44
Kinetics Asset Management LLC 6/23/2017 Sale 376 287.50
Horizon Asset Management LLC 6/26/2017 Buy 1529 290.19
Horizon Asset Management LLC 6/26/2017 Sale 71 288.65
Kinetics Asset Management LLC 6/26/2017 Sale 382 290.32
Horizon Asset Management LLC 6/27/2017 Buy 1394 288.53
Kinetics Asset Management LLC 6/27/2017 Sale 388 286.37
Horizon Asset Management LLC 6/28/2017 Buy 1462 290.41
Kinetics Asset Management LLC 6/28/2017 Sale 412 290.67
Horizon Asset Management LLC 6/29/2017 Buy 1667 292.53
Horizon Asset Management LLC 6/29/2017 Sale 7 288.57
Kinetics Asset Management LLC 6/29/2017 Sale 420 292.03
Horizon Asset Management LLC 6/30/2017 Buy 1452 292.30
Kinetics Asset Management LLC 6/30/2017 Sale 421 291.25


Horizon Asset Management LLC 7/3/2017 Buy 1525 296.24
Kinetics Asset Management LLC 7/3/2017 Sale 422 295.90
Horizon Asset Management LLC 7/5/2017 Buy 1235 296.52
Kinetics Asset Management LLC 7/5/2017 Sale 220 295.50
Horizon Asset Management LLC 7/6/2017 Buy 1116 294.35
Kinetics Asset Management LLC 7/6/2017 Sale 220 294.00
Horizon Asset Management LLC 7/7/2017 Buy 1147 290.96
Horizon Asset Management LLC 7/7/2017 Sale 54 298.50
Kinetics Asset Management LLC 7/7/2017 Sale 220 290.00
Horizon Asset Management LLC 7/10/2017 Buy 1163 295.05
Horizon Asset Management LLC 7/10/2017 Sale 98 294.25
Kinetics Asset Management LLC 7/10/2017 Sale 220 294.97
Horizon Asset Management LLC 7/11/2017 Buy 1589 301.35
Horizon Asset Management LLC 7/11/2017 Sale 466 300.88
Kinetics Asset Management LLC 7/11/2017 Sale 220 300.00
Horizon Asset Management LLC 7/12/2017 Buy 1218 304.76
Kinetics Asset Management LLC 7/12/2017 Sale 314 303.78
Horizon Asset Management LLC 7/13/2017 Buy 1245 304.69
Kinetics Asset Management LLC 7/13/2017 Buy 45 305.00
Kinetics Asset Management LLC 7/13/2017 Sale 220 304.25
Horizon Asset Management LLC 7/14/2017 Buy 1379 305.37
Kinetics Asset Management LLC 7/14/2017 Sale 288 304.80
Horizon Asset Management LLC 7/17/2017 Buy 1422 305.39
Kinetics Asset Management LLC 7/17/2017 Buy 45 304.99
Kinetics Asset Management LLC 7/17/2017 Sale 220 305.40
Horizon Asset Management LLC 7/18/2017 Buy 1360 307.67
Kinetics Asset Management LLC 7/18/2017 Buy 102 310.00
Kinetics Asset Management LLC 7/18/2017 Sale 220 307.38
Horizon Asset Management LLC 7/19/2017 Buy 1349 313.35
Horizon Asset Management LLC 7/19/2017 Sale 13 315.20


Kinetics Asset Management LLC 7/19/2017 Buy 100 316.95
Kinetics Asset Management LLC 7/19/2017 Sale 345 311.79
Horizon Asset Management LLC 7/20/2017 Buy 1402 321.07
Horizon Asset Management LLC 7/20/2017 Sale 67 318.07
Kinetics Asset Management LLC 7/20/2017 Buy 97 322.49
Kinetics Asset Management LLC 7/20/2017 Sale 306 320.00
Horizon Asset Management LLC 7/21/2017 Buy 1782 321.06
Horizon Asset Management LLC 7/21/2017 Sale 43 320.30
Kinetics Asset Management LLC 7/21/2017 Sale 354 321.27
Horizon Asset Management LLC 7/24/2017 Buy 3208 319.41
Kinetics Asset Management LLC 7/24/2017 Buy 193 324.77
Kinetics Asset Management LLC 7/24/2017 Sale 216 317.23
Horizon Asset Management LLC 7/25/2017 Buy 4667 332.00
Horizon Asset Management LLC 7/25/2017 Sale 1625 333.03
Kinetics Asset Management LLC 7/25/2017 Sale 246 333.00
Horizon Asset Management LLC 7/26/2017 Buy 2895 337.86
Kinetics Asset Management LLC 7/26/2017 Buy 187 338.56
Kinetics Asset Management LLC 7/26/2017 Sale 388 333.01
Horizon Asset Management LLC 7/27/2017 Buy 1261 337.68
Horizon Asset Management LLC 7/27/2017 Sale 57 335.94
Kinetics Asset Management LLC 7/27/2017 Buy 52 338.05
Kinetics Asset Management LLC 7/27/2017 Sale 348 337.45
Horizon Asset Management LLC 7/28/2017 Buy 1260 337.60
Horizon Asset Management LLC 7/28/2017 Sale 156 331.52
Kinetics Asset Management LLC 7/28/2017 Sale 90 334.02
Horizon Asset Management LLC 7/31/2017 Buy 1105 336.96
Kinetics Asset Management LLC 7/31/2017 Sale 222 333.00
Horizon Asset Management LLC 8/1/2017 Buy 1328 351.78
Kinetics Asset Management LLC 8/1/2017 Sale 342 351.50
Horizon Asset Management LLC 8/2/2017 Buy 1242 363.06


Horizon Asset Management LLC 8/2/2017 Sale 30 357.94
Kinetics Asset Management LLC 8/2/2017 Sale 358 364.00
Horizon Asset Management LLC 8/3/2017 Buy 1471 371.05
Kinetics Asset Management LLC 8/3/2017 Sale 554 367.00
Horizon Asset Management LLC 8/4/2017 Buy 1682 368.95
Kinetics Asset Management LLC 8/4/2017 Sale 554 369.00
Horizon Asset Management LLC 8/7/2017 Buy 1323 363.85
Kinetics Asset Management LLC 8/7/2017 Sale 238 364.50
Kinetics Advisers, LLC 8/7/2017 Buy 4 364.50
Horizon Asset Management LLC 8/8/2017 Buy 1602 360.98
Kinetics Asset Management LLC 8/8/2017 Buy 59 362.79
Kinetics Asset Management LLC 8/8/2017 Sale 222 359.68
Horizon Asset Management LLC 8/9/2017 Buy 353 353.29
Horizon Asset Management LLC 8/9/2017 Sale 233 356.19
Kinetics Asset Management LLC 8/9/2017 Buy 6 362.03
Kinetics Asset Management LLC 8/9/2017 Sale 276 352.50
Kinetics Advisers, LLC 8/9/2017 Buy 8 352.44
Horizon Asset Management LLC 8/10/2017 Buy 278 359.25
Horizon Asset Management LLC 8/10/2017 Sale 36 357.45
Kinetics Asset Management LLC 8/10/2017 Sale 226 357.50
Horizon Asset Management LLC 8/11/2017 Buy 1986 357.64
Horizon Asset Management LLC 8/11/2017 Sale 140 356.27
Kinetics Asset Management LLC 8/11/2017 Sale 236 357.50
Horizon Asset Management LLC 8/14/2017 Buy 1598 366.28
Kinetics Asset Management LLC 8/14/2017 Sale 236 366.50


 

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

There are no known contracts, arrangements, understandings or relationships with respect to the Shares of TPL.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Attached as Exhibit 1 is the Joint Filing Agreement applicable to Horizon Kinetics LLC, Horizon Asset Management LLC, Kinetics Asset Management LLC, and Kinetics Advisers, LLC.

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: August 16, 2017 /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Kinetics LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Kinetics Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Kinetics Advisers, LLC

Exhibit 1

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 16, 2017

  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Kinetics LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Horizon Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Kinetics Asset Management LLC
   
  /s/ Jay Kesslen
  Jay Kesslen
  General Counsel
  Kinetics Advisers, LLC