Sec Form 3 Filing - Kimbell Royalty Partners, LP @ Kimbell Tiger Acquisition Corp - 2022-02-03

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kimbell Royalty Partners, LP
2. Issuer Name and Ticker or Trading Symbol
Kimbell Tiger Acquisition Corp [ TGR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
777 TAYLOR STREET, SUITE 810
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2022
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 2,500 I Held by Kimbell Tiger Acquisition Sponsor, LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Units of Kimbell Tiger Operating Company, LLC( 1 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 5,750,000( 3 ) I Held by Kimbell Tiger Acquisition Sponsor, LLC
Class B common stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 5,750,100( 3 ) I Held by Kimbell Tiger Acquisition Sponsor, LLC
Class A Units of Kimbell Tiger Operating Company, LLC( 1 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 100 I Held by Kimbell Tiger Acquisition Sponsor, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kimbell Royalty Partners, LP
777 TAYLOR STREET, SUITE 810
FORT WORTH, TX76102
X X
Kimbell Tiger Acquisition Sponsor, LLC
777 TAYLOR STREET, SUITE 810
FORT WORTH, TX76102
X
Signatures
Kimbell Royalty Partners, LP, /s/ Jamie L. Hayes, as Attorney-in-Fact for Kimbell Royalty Partners, LP 02/03/2022
Signature of Reporting Person Date
Kimbell Tiger Acquisition Sponsor, LLC, /s/ Jamie L. Hayes, as Attorney-in-Fact for Kimbell Tiger Acquisition Sponsor, LLC 02/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Kimbell Tiger Operating Company, LLC ("Opco") is the operating subsidiary of the Issuer.
( 2 )For each Class B Unit of Opco, the Reporting Persons own a corresponding share of the Issuer's Class B common stock. In connection with the Issuer's initial business combination, the Class B Units of Opco will convert into Class A Units of Opco on a one-for-one basis, subject to adjustment, as described in the section entitled "Description of Securities" in the Issuer's prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-258260), originally filed with the U.S. Securities and Exchange Commission on July 29, 2021. The Class A Units of Opco (together with the corresponding shares of the Issuer's Class B common stock) will be exchangeable into shares of the Issuer's Class A common stock after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date.
( 3 )Includes up to 750,000 Class B Units of Opco (and corresponding shares of Class B Common Stock) that are subject to forfeiture if the underwriter in the Issuer's initial public offering of units does not exercise its over-allotment option.
( 4 )For each Class A Unit of Opco, the Reporting Persons own a corresponding share of the Issuer's Class B common stock. The Class A Units of Opco (together with the corresponding shares of the Issuer's Class B common stock) will be exchangeable into shares of the Issuer's Class A common stock after the time of the Issuer's initial business combination on a one-for-one basis and have no expiration date.

Remarks:
This Form 3 is filed by two reporting persons: Kimbell Tiger Acquisition Sponsor, LLC, the sponsor (the "Sponsor") of Kimbell Tiger Acquisition Corporation (the "Issuer") and Kimbell Royalty Partners, LP ("KRP," and together with the Sponsor, the "Reporting Persons"). The Sponsor is the record holder of 5,750,100 shares of Class B common stock and 2,500 shares of Class A common stock of the Issuer. Kimbell Intermediate Holdings, LLC is the managing member of the Sponsor and has sole voting and investment discretion with respect to the shares held by the Sponsor. Kimbell Royalty Operating, LLC is the sole member of Kimbell Intermediate Holdings, LLC. The managing member of Kimbell Royalty Operating, LLC is KRP. KRP may be deemed to beneficially own the shares held by the Sponsor by virtue of its direct ownership of the Sponsor. KRP is controlled by Kimbell Royalty GP, LLC, KRP's general partner (the "General Partner"). The following individuals serve in the indicated roles as members of the management or the board of directors of the General Partner, and also serve on the board of directors of the Issuer: Robert D. Ravnaas, Chairman of the Board of Directors and the Chief Executive Officer; R. Davis Ravnaas, President and Chief Financial Officer; and Matthew S. Daly, Chief Operating Officer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, KRP may be deemed a director by deputization with respect to the Issuer on the basis of the service of Mr. R. Ravnaas, Mr. D. Ravnaas, and Mr. Daly on the Issuer's board of directors. The Reporting Persons beneficially own all outstanding equity securities of the Issuer prior to the initial public offering of the Issuer's units. Exhibit List: Exhibit 24 - Power of Attorney

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