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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/23/2019 | 3. Issuer Name and Ticker or Trading Symbol Brigham Minerals, Inc. [ MNRL ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) |
Class B Common Stock(1) | 3,485,695(2) | I | See Footnotes(3)(4) |
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 | ||||
Brigham Minerals Holdings, LLC Units | (5) | (5) | Class A Common Stock | 3,485,695 | 0.00 | I | See Footnotes(3)(4) |
Explanation of Responses: |
1. Each share of Class B common stock has no economic rights, but entitles its holder to one vote on all matters to be voted on by stockholders generally. |
2. Upon closing of the initial public offering (the "Offering") of Brigham Minerals, Inc. (the "Issuer"), (i) the Limited Liability Company Agreement of Brigham Minerals Holdings, LLC ("Brigham LLC") was amended and restated (as amended and restated, the "Brigham LLC Agreement") to, among other things, convert all of the membership interests in Brigham LLC held by its existing owners, into a single class of units in Brigham LLC referred to as Brigham LLC Units and (ii) each member of Brigham LLC, including Yorktown Energy Partners X, L.P., a Delaware limited partnership ("Yorktown X"), received one share of Class B common stock for each Brigham LLC Unit held by such member. |
3. These securities are owned directly by Yorktown X. Yorktown X Associates LLC ("Yorktown X Associates") is the sole general partner of Yorktown X Company LP, the sole general partner of Yorktown X. |
4. Yorktown X Associates disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that Yorktown X Associates is the beneficial owner of the securities for Section 16 or any other purpose. |
5. Subject to the terms of the Brigham LLC Agreement, the Brigham LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of the Issuer. |
Remarks: |
Yorktown X Associates LLC, /s/W. Howard Keenan, Jr., Manager | 05/03/2019 | |
** 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. |