UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 12, 2019

Kimbell Royalty Partners, LP

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (817) 945-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     x

Item 3.02.                                        Unregistered Sales of Equity Securities.

See Item 8.01 of this Current Report on Form 8-K, which is incorporated into this Item 3.02 by reference.

Item 8.01.                                        Other Events.

On December 12, 2019, Kimbell Royalty Partners, LP, a Delaware limited partnership (“Kimbell”), and Kimbell Royalty Operating, LLC, a Delaware limited liability company and a subsidiary of Kimbell (“Opco” and, together with Kimbell, the “Buyer Parties”), completed the previously announced acquisition of certain mineral and royalty assets (the “Acquisition”) from Buckhorn Resources GP, LLC, a Texas limited liability company, Buckhorn Minerals I GP, LP, a Delaware limited partnership, Buckhorn Minerals I, LP, a Delaware limited partnership, Buckhorn Minerals II, LP, a Delaware limited partnership, Buckhorn Minerals III, LP, a Delaware limited partnership, Buckhorn Minerals III-QP, LP, a Delaware limited partnership, and Buckhorn Minerals IV, LP, a Delaware limited partnership (collectively, the “Sellers”), pursuant to the Purchase and Sale Agreement, dated as of November 11, 2019, by and among the Buyer Parties and the Sellers.

At the closing of the Acquisition, the Buyer Parties issued 2,169,348 common units representing limited liability company interests in Opco (“Opco Common Units”) and an equal number of Class B units representing limited partner interests in Kimbell (“Class B Units”), together valued at approximately $36.3 million, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. The Opco Common Units, together with the Class B Units, are exchangeable for an equal number of common units representing limited partner interests in Kimbell (“Common Units”). Any issuance of Common Units pursuant to an exchange election by holders of such Opco Common Units and such Class B Units will be exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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