UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TXO Partners, L.P.
(Name of Issuer)
Common Units
(Title of Class of Securities)
87313P103
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | 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).
| CUSIP No. 87313P103 | Page 2 of 6 |
| 1. |
Names of Reporting Persons.
Luther King Capital Management Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
2,561,530 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,561,530 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,561,530 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
IA, CO | |||||
| CUSIP No. 87313P103 | Page 3 of 6 |
| 1. |
Names of Reporting Persons.
J. Luther King, Jr. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
3,301,974 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
3,301,974 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,301,974 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.6% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 87313P103 | Page 4 of 6 |
| Item 1(a) | Name of Issuer |
TXO Partners, L.P.
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
400 West 7th Street
Fort Worth, Texas 76102
| Item 2(a) | Name of Person Filing |
Luther King Capital Management Corporation
J. Luther King, Jr.
| Item 2(b) | Address of Principal Business Offices |
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
| Item 2(c) | Citizenship |
Luther King Capital Management Corporation – Delaware
J. Luther King, Jr. – United States
| Item 2(d) | Title of Class of Securities |
Common Units
| Item 2(e) | CUSIP Number |
87313P103
| Item 3 | Status of Person Filing |
Not applicable.
| Item 4 | Ownership |
| (a) | Amount beneficially owned: |
Luther King Capital Management Corporation – 2,561,530
J. Luther King, Jr. – 3,301,974
| (b) | Percent of class: |
Luther King Capital Management Corporation – 6.7%
J. Luther King, Jr. – 8.6%
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
Luther King Capital Management Corporation – 2,561,530
J. Luther King, Jr. – 3,301,974
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: |
Luther King Capital Management Corporation – 2,561,530
J. Luther King, Jr. – 3,301,974
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5 | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group |
Not applicable.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
| Item 10 | Certification |
Not applicable.
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.
| Luther King Capital Management Corporation | ||
| By: | /s/ J. Luther King, Jr. | |
| J. Luther King, Jr. | ||
| President | ||
| /s/ J. Luther King, Jr. | ||
| J. Luther King, Jr. | ||
Dated: October 29, 2024