| CUSIP No. 10918L103 | SCHEDULE 13G | Page 10 of 14 Pages |
| Item 1. | | (a) Name of Issuer |
Brigham Minerals, Inc.
| Item 1. | | (b) Address of Issuer’s Principal Executive Offices |
5914 W. Courtyard Drive, Suite 100
Austin, TX 78730
| Item 2. | | (a) Name of Person Filing |
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Pine Brook Road Advisors, L.P.
(ii) Pine Brook BXP Intermediate, L.P.
(iii) Pine Brook BXP II Intermediate, L.P.
(iv) Pine Brook PD Intermediate, L.P.
(v) PBRA, LLC
(vi) Pine Brook Capital Partners II, L.P.
(vii) Pine Brook Road Associates II, L.P.
(viii) Howard H. Newman
* The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2020, a copy of which is attached as Exhibit I to this statement on Schedule 13G, pursuant to which the Reporting Persons agreed to file this statement on Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| | (b) Address of Principal Business Office or, if none, Residence |
The principal business office for each of the Reporting Persons is c/o Pine Brook Road Partners, LLC, 60 East 42nd Street, 50th Floor, New York, NY 10165.
Please refer to Item 4 on each cover sheet for each Reporting Person
| Item 2. | | (d) Title of Class of Securities |
Class A common stock, par value $0.01 per share
10918L103
| CUSIP No. 10918L103 | SCHEDULE 13G | Page 11 of 14 Pages |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| | (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| | (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| | (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| | (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| | (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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Not Applicable
| CUSIP No. 10918L103 | SCHEDULE 13G | Page 12 of 14 Pages |
Item 4. Ownership
Information with respect to the Reporting Persons' ownership of the common stock as of December 31, 2019, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined based on 40,076,337 shares of common stock outstanding. This is composed of 33,898,300 shares of Class A common stock outstanding as the Issuer reported in its Form S-1 filed with the SEC on December 9, 2019 and 6,178,037 shares of Class B common stock convertible into shares of Class A common stock owned by Pine Brook related entities as detailed in this filing.
As the Registered Investment Advisor, Pine Brook Road Advisors, L.P. may be deemed to share beneficial ownership of the shares of Class A common stock, shares of Class B common stock and Brigham Minerals Holdings, LLC ("Brigham LLC") common units (each a "Common Unit") of Pine Brook PD Intermediate, L.P., Pine Brook BXP Intermediate, L.P. or Pine Brook BXP II Intermediate, L.P. (each a "Fund"). PBRA, LLC, as general partner for each Fund, may also be deemed to share beneficial ownership of such securities. Howard Newman is the managing member of PBRA, LLC and may also be deemed to share beneficial ownership of such securities.
The Reporting Persons' ownership consists solely of shares of Class B common stock. At the request of the holder, each share of Class B common stock may be coupled with a Common Unit and redeemed for, at Brigham Minerals Holdings, 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.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
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
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.
| CUSIP No. 10918L103 | SCHEDULE 13G | Page 13 of 14 Pages |
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.
Dated: February 14, 2020
