MNRL Sub (MNRL) Form 4 Brigham Minerals / Robert M. Roosa 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^*

Roosa Robert M.

(Last) (First) (Middle)

5914 W. COURTYARD DRIVE, SUITE 100

(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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2019

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	04/23/2019		A(1)		132,978	A	$0.00	132,978	D
Class A Common Stock	04/23/2019		P		36,111	A	$18	36,111	I	See Footnote(2)
Class B Common Stock(3)	04/23/2019		A(4)		162,472	A	$0.00	162,472	I	See Footnote(2)
Class B Common Stock(3)	04/23/2019		A(4)		132,981	A	$0.00	132,981	I	See Footnote(5)

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 Units	$0.00	04/23/2019		A(6)		162,472		(7)	(7)	Class A Common Stock	162,472	$0.00	162,472	I	See Footnote(2)
Brigham Minerals Holdings, LLC Units	$0.00	04/23/2019		A(6)		132,981		(7)	(7)	Class A Common Stock	132,981	$0.00	132,981	I	See Footnote(5)

Explanation of Responses:

1. Award of restricted stock units pursuant to the Brigham Minerals, Inc. 2019 Long Term Incentive Plan. The award vests in three equal installments on December 31, 2019, December 31, 2020 and December 31, 2021, subject to continued employment through each vesting date.

2. These securities are held by RSR Resources & Minerals Vested, LLC, of which Mr. Roosa is the manager.

3. 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.

4. Upon the closing of the Issuer's initial public offering, (i) the Limited Liability Company Agreement of Brigham Minerals Holdings, LLC ("BMH LLC"), of which the Issuer is the managing member, was amended and restated (as amended and restated, the "BMH LLC Agreement") to, among other things, convert all of the membership interests in BMH LLC held by its existing owners, into a single class of units in BMH LLC referred to as BMH LLC Units and (ii) BMH LLC distributed to its members, including the Reporting Person, one share of Class B common stock for each BMH LLC Unit held by such members.

5. These securities are held by RSR Resources & Minerals Unvested, LLC, of which Mr. Roosa is the manager.

6. 34,801 of the BMH LLC Units beneficially owned by the Reporting Person are subject to time-based vesting requirements requiring the continued employment of the Reporting Person through each vesting date.

7. Subject to the terms of the BMH LLC Agreement, each holder of BMH LLC Units may cause BMH LLC to acquire all or a portion of its BMH LLC Units for, at BMH LLC's election, (i) shares of Class A common stock of the Issuer (at a redemption ratio of one share of Class A common stock for each BMH LLC Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) or (ii) an equivalent amount of cash.

Remarks:

	/s/ Robert M. Roosa, by Blake C. Williams as Attorney-in-Fact	04/25/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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