UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TEXAS PACIFIC LAND TRUST
Units of beneficial Interests in Texas Pacific Land Trust
882610108
December 31, 2013
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
NOTE: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 the disclosures provided in a prior cover page.
The information required in 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.
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
control number.
CUSIP No. 882610108
1. Names of Reporting Persons.
FIRST DALLAS HOLDINGS, INC.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 431,956
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 594,746
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 594,746
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.9
12. Type of Reporting Person: HC
CUSIP No. 882610108
1. Names of Reporting Persons.
CRAIG D. HODGES
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
MR. HODGES IS A UNITED STATES CITIZEN
5. Sole Voting Power: 0
6. Shared Voting Power: 431,956
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 594,746
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 594,746
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 6.9%
12. Type of Reporting Person (See Instructions): IN
CUSIP No. 882610108
1. Names of Reporting Persons.
First Dallas Securities, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 0
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 79,405
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 79,405
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 0.9%
12. Type of Reporting Person (See Instructions): IA, BD
CUSIP No. 882610108
1. Names of Reporting Persons.
Hodges Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Texas
5. Sole Voting Power: 0
6. Shared Voting Power: 415,959
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 499,344
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 499,344
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 5.8%
12. Type of Reporting Person (See Instructions): IA
CUSIP No. 882610108
1.Names of Reporting Persons.
Hodges Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 259,659
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 259,659
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 259,659
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 3.0%
12. Type of Reporting Person (See Instructions): IV
CUSIP No. 882610108
1.Names of Reporting Persons.
Hodges Small Cap Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 150,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 150,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 150,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9): 1.7%
12. Type of Reporting Person (See Instructions): IV
CUSIP No. 882610108
1. Names of Reporting Persons.
Hodges Blue Chip 25 Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 5,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 5,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row 9: <0.1%
12. Type of Reporting Person : IV
CUSIP No. 882610108
1. Names of Reporting Persons.
Hodges Small Intrinsic Value Fund, A Series of professionally Managed
Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 300
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 300
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 300
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row 9: <0.1%
12. Type of Reporting Person : IV
Hodges Small-Mid Cap Fund, A Series of professionally Managed Portfolios
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Massachusetts
5. Sole Voting Power: 0
6. Shared Voting Power: 1,000
7. Sole Dispositive Power: 0
8. Shared Dispositive Power: 1,000
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,000
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row 9: <0.1%
12. Type of Reporting Person : IV
Item 1.
(a) Name of Issuer:
Texas Pacific Land Trust
(b) Address of Issuer's Principal Executive Offices:
1700 Pacific Avenue
Suite 2770
Dallas, TX 75201
Item 2.
(a) Name of Person Filing:
First Dallas Holdings, Inc.("FDHI")
Craig D. Hodges
First Dallas Securities, Inc.("FDSI")
Hodges Capital Management, Inc.("HCM")
Hodges Fund
Hodges Small Cap Fund
Hodges Blue Chip 25 Fund
Hodges Small Intrinsic Value Fund
Hodges Small-Mid Cap Fund
(b) Address of Principal Business Office or, if none, Residence:
2905 Maple Ave.
Dallas, Texas 75201
(b) Citizenship:
First Dallas Holdings, Inc. is a Texas corporation.
Craig D. Hodges is a citizen of the United States.
First Dallas Securities, Inc. is a Texas corporation.
Hodges Capital Management is a Texas corporation.
Hodges Fund is a series of a Massachusetts business trust.
Hodges Small Cap Fund is a series of a Massachusetts business trust.
Hodges Blue Chip 25 Fund is a series of a Massachusetts business trust.
Hodges Small Intrinsic Value is a series of a Massachusetts business trust.
Hodges Small-Mid Cap Fund is a series of a Massachusetts business trust.
(d) Title of Class of Securities:
Units of beneficial Interests in Texas Pacific Land Trust
(e) CUSIP Number:
882610108
Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(g) X A parent holding company or control person in accordance with
S 240.13d-1(b)(1)(ii)(G).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
First Dallas Holdings, Inc. 594,746
Craig D. Hodges 594,746
First Dallas Securities, Inc. 79,405
Hodges Capital Management, Inc. 499,344
Hodges Fund 259,659
Hodges Small Cap Fund 150,000
Hodges Blue Chip 25 Fund 5,000
Hodges Small Intrinsic Value Fd 300
Hodges Small-Mid Cap Fund 1,000
(b) Percent of class:
First Dallas Holdings, Inc. 6.9%
Craig D. Hodges 6.9%
First Dallas Securities, Inc. 0.9%
Hodges Capital Management, Inc. 5.8%
Hodges Fund 3.0%
Hodges Small Cap Fund 1.7%
Hodges Blue Chip 25 Fund 0.1%
Hodges Small Intrinsic Value Fd 0.1%
Hodges Small-Mid Cap Fund 0.1%
The calculation of the percentage of beneficial ownership of the Company's
units of beneficial interest is based upon 8,550,788 shares outstanding on
September 30, 2013, as disclosed by the Company in its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2013.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
First Dallas Holdings, Inc 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Fund 0
Hodges Small Cap Fund 0
Hodges Blue Chip 25 Fund 0
Hodges Small Intrinsic Value Fd 0
Hodges Small-Mid Cap Fund 0
(ii) Shared power to vote or to direct the vote:
First Dallas Holdings, Inc. 431,956
Craig D. Hodges 431,956
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 415,959
Hodges Fund 259,659
Hodges Small Cap Fund 150,000
Hodges Blue Chip 25 Fund 5,000
Hodges Small Intrinsic Value Fd 300
Hodges Small-Mid Cap Fund 1,000
(iii) Sole power to dispose or to direct the disposition of:
First Dallas Holdings, Inc 0
Craig D. Hodges 0
First Dallas Securities, Inc. 0
Hodges Capital Management, Inc. 0
Hodges Fund 0
Hodges Small Cap Fund 0
Hodges Blue Chip 25 Fund 0
Hodges Small Intrinsic Value Fd 0
Hodges Small-Mid Cap Fund 0
(iv) Shared power to dispose or to direct the disposition of:
First Dallas Holdings, Inc. 594,746
Craig D. Hodges 594,746
First Dallas Securities, Inc. 79,405
Hodges Capital Management, Inc. 499,344
Hodges Fund 259,659
Hodges Small Cap Fund 150,000
Hodges Blue Chip 25 Fund 5,000
Hodges Small Intrinsic Value Fd 300
Hodges Small-Mid Cap Fund 1,000
The reported are shares of beneficial Interests.
All 594,746 of the reported shares collectively, the ("reported Shares") may
be deemed as beneficially owned by FDHI, which is the owner of FDSI and HCM,
and Craig D. Hodges, who is the controlling shareholder of FDHI.
79,405 of the Reported Shares are held in seperate accounts managed
by FDSI, each of which, individually, owns less than 1% of the common
stock of the Issuer(each a "Separate Account"). FDSI is a registered
broker-dealer and an investment adviser registered with the SEC.
56,626 of the Reported Shares are held in Separate Accounts managed
by HCM, which is also an investment adviser registered with the SEC.
259,659 of the Reported Shares are held by the Hodges Fund, 150,000 of
the Reported Shares are held by the Hodges Small Cap Fund, 5,000 of
the Reported Shares are held by the Hodges Blue Chip 25 Fund, 300 of
the Reported Shares are held by the Small Intrinsic Value Fund and
1,000 of the Reported Shares are held by the Small-Mid Cap Fund all of
which are series of Professionally Managed Portfolios, an investment
company registered under the Investment Company Act of 1940.
The investment adviser to all of these funds is HCM, which may be
deemed to be a beneficial owner of the funds' Reported Shares.
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 or Control Person
First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Exhibits
Exhibit 1:
Joint Filing Agreement dated February 13, 2012, among FDHI, Craig D.
Hodges, FDSI, HCM, Hodges Fund, Hodges Small Cap Fund, Hodges Blue Chip 25
Fund, Hodges Intrinsic Value Fund and Hodges Small-Mid Cap Fund.
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.
Date: February 13, 2014
Craig D. Hodges
Chairman