Levy James R. Form 4 Brigham Minerals / James R. Levy ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Levy James R.

(Last) (First) (Middle)

5914 W. COURTYARD DRIVE, SUITE 150

(Street)

AUSTIN TX 78730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Brigham Minerals, Inc. [ MNRL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.01	09/15/2020		S(1)		1,959,129	D	$8.077	170,363	I	See footnotes(2)(3)
Class A common stock, par value $0.01	09/15/2020		S(4)		170,363	D	$8.077	0	I	See footnotes(2)(3)
Class B common stock, par value $0.01	09/15/2020		C		3,328,278	D	(5)(6)	0	I	See footnotes(2)(3)
Class A common stock, par value $0.01	09/15/2020		C		3,328,278	A	(5)(6)	3,328,278	I	See footnotes(2)(3)
Class A common stock, par value $0.01	09/15/2020		S(1)		3,062,011	D	$8.077	266,267	I	See footnotes(2)(3)
Class A common stock, par value $0.01	09/15/2020		S(4)		266,267	D	$8.077	0	I	See footnotes(2)(3)
Class A common stock, par value $0.01								18,872(7)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Brigham Minerals Holdings, LLC common unit	(5)	09/15/2020		C			3,328,278	(5)	(5)	Class A common stock, par value $0.01	3,328,278	$0.00	0	I	See footnotes(2)(3)

Explanation of Responses:

1. Such shares were sold in an underwritten public offering.

2. The Reporting Person is a Partner of Warburg Pincus & Co., a New York general partnership ("WP"), and a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Prior to the consummation of the transactions reported herein, certain affiliates of WP and WP LLC (such affiliates, the "Warburg Pincus Entities") held shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, the Warburg Pincus Entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units.

3. All shares of Class A common stock and Class B common stock of the Issuer and all Common Units indicated as indirectly beneficially owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which the Reporting Person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended) in an indeterminate portion of such securities owned by the Warburg Pincus Entities. The Reporting Person disclaims beneficial ownership of all shares of Class A common stock and Class B common stock of the Issuer and Common Units attributable to the Warburg Pincus Entities except to the extent of his direct pecuniary interest therein.

4. Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities.

5. At the request of the respective Warburg Pincus Entity holding such Common Unit, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Common Unit redeemed. The Common Units do not expire.

6. On September 15, 2020, certain of the Warburg Pincus Entities requested that 3,328,278 shares of Class B common stock and 3,328,278 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 3,328,278 shares of Class A common stock.

7. Includes 10,598 restricted stock units previously awarded pursuant to the Brigham Minerals, Inc. 2019 Long Term Incentive Plan. The award vests in full on the first anniversary of the grant date, subject to continued service through the vesting date.

Remarks:

	/s/James R. Levy	09/17/2020
	** Signature of Reporting Person	Date
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