SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Zmigrosky Matt

(Last) (First) (Middle)
500 WEST TEXAS AVENUE, SUITE 1200

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2019
3. Issuer Name and Ticker or Trading Symbol
RATTLER MIDSTREAM LP [ RTLR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit List: Exhibit 24 - Limited Power of Attorney Executive Vice President, General Counsel and Secretary
No securities are beneficially owned.
/s/ P. Matt Zmigrosky 05/22/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           LIMITED POWER OF ATTORNEY

                                  May 22, 2019

	Know all by these present, that I, P. Matt Zmigrosky, hereby constitute and
appoint Teresa L. Dick as my true and lawful attorney-in-fact (the "Attorney-in-
Fact"), to:

    (1)   execute and deliver for and on behalf of me, in my capacity as one or
          more of an officer, director or significant stockholder of Rattler
          Midstream LP or any of its subsidiaries (collectively, the "Company"),
          Forms 3, 4 and 5 and any amendments thereto in accordance with Section
          16(a) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") and the rules and regulations thereunder;

    (2)   do and perform any and all acts for and on behalf of me that may be
          necessary or desirable to complete and execute any such Form 3, 4 or
          5, complete and execute any amendment or amendments thereto, and
          timely file the same with the United States Securities and Exchange
          Commission (the "SEC") and any stock exchange or similar authority,
          and provide a copy as required by law or as the Attorney-in-Fact deems
          advisable and appropriate, including, without limitation, the filing
          of a Form ID or any other documents necessary or appropriate to enable
          such documents to be filed electronically with the SEC; and

    (3)   take any other action of any type whatsoever in connection with the
          foregoing that, in the opinion of the Attorney-in-Fact, may be of
          benefit to, in the best interest of, or legally required by, or for,
          me, it being understood that the documents executed by the Attorney-
          in-Fact on behalf of me pursuant to this Limited Power of Attorney
          shall be in such form and shall contain such information and
          disclosures as the Attorney-in-Fact may approve in her sole
          discretion.

       I hereby grant to the Attorney-in-Fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper to
be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as I might or could do if personally present, with
full power of substitution, resubstitution or revocation, and I hereby ratify
and confirm all that the Attorney-in-Fact, or her substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Limited Power of
Attorney and the rights and powers granted herein.  I acknowledge that the
Attorney-in-Fact, in serving in such capacity at my request, is not assuming,
nor is the Company assuming, (i) any of my responsibilities to comply with the
requirements of the Exchange Act or the Securities Act of 1933, as amended (the
"Securities Act"), or any liability for my failure to comply with such
requirements, or (ii) any obligation or liability I incur for profit
disgorgement under Section 16(b) of the Exchange Act.  I further acknowledge
that this Limited Power of Attorney does not relieve me from responsibility for
compliance with my obligations under the Exchange Act or the Securities Act.

       This Limited Power of Attorney shall remain in full force and effect
until I am no longer required to file Forms 3, 4 and 5 with respect to my
holdings of and transactions in securities issued by the Company, unless earlier
revoked by me in a signed writing delivered to the Attorney-in-Fact.

       IN WITNESS WHEREOF, I have executed this Limited Power of Attorney as of
the date first written above.



                                              /s/ P. Matt Zmigrosky
                                              ----------------------------------
                                              P. Matt Zmigrosky