MNRL Sub Form 4 Brigham Minerals / W Howard Keenan JR 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^*

Keenan W Howard JR

(Last)

(First)

(Middle)

410 PARK AVENUE, 19TH FLOOR

(Street)

NEW YORK

10022

(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)
06/12/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽¹⁾	06/12/2020		C		305,814	D	⁽²⁾	773,803⁽³⁾	I	See Footnote⁽⁴⁾
Class A Common Stock	06/12/2020		C		305,814	A	⁽²⁾	305,814⁽³⁾	I	See Footnote⁽⁴⁾
Class A Common Stock	06/12/2020		S		305,814	D	$13.4578	0⁽³⁾	I	See Footnote⁽⁴⁾
Class B Common Stock⁽¹⁾	06/12/2020		C		760,096	D	⁽⁵⁾	1,923,275⁽³⁾	I	See Footnote⁽⁶⁾
Class A Common Stock	06/12/2020		C		760,096	A	⁽⁵⁾	760,096⁽³⁾	I	See Footnote⁽⁶⁾
Class A Common Stock	06/12/2020		S		760,096	D	$13.4578	0⁽³⁾	I	See Footnote⁽⁶⁾
Class B Common Stock⁽¹⁾	06/12/2020		C		74,052	D	⁽⁷⁾	187,375⁽³⁾	I	See Footnote⁽⁸⁾
Class A Common Stock	06/12/2020		C		74,052	A	⁽⁷⁾	74,052⁽³⁾	I	See Footnote⁽⁸⁾
Class A Common Stock	06/12/2020		S		74,052	D	$13.4578	0⁽³⁾	I	See Footnote⁽⁸⁾
Class B Common Stock⁽¹⁾	06/12/2020		C		610,038	D	⁽⁹⁾	1,543,585⁽³⁾	I	See Footnote⁽¹⁰⁾
Class A Common Stock	06/12/2020		C		610,038	A	⁽⁹⁾	610,038⁽³⁾	I	See Footnote⁽¹⁰⁾
Class A Common Stock	06/12/2020		S		610,038	D	$13.4578	0⁽³⁾	I	See Footnote⁽¹⁰⁾
Class A Common Stock								18,872⁽¹¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Brigham Minerals Holdings, LLC Units	⁽¹⁾	06/12/2020		C			305,814	⁽¹⁾	⁽¹⁾	Class A Common Stock	305,814	$0	773,803⁽³⁾	I	See Footnote⁽⁴⁾
Brigham Minerals Holdings, LLC Units	⁽¹⁾	06/12/2020		C			760,096	⁽¹⁾	⁽¹⁾	Class A Common Stock	760,096	$0	1,923,275⁽³⁾	I	See Footnote⁽⁶⁾
Brigham Minerals Holdings, LLC Units	⁽¹⁾	06/12/2020		C			74,052	⁽¹⁾	⁽¹⁾	Class A Common Stock	74,052	$0	187,375⁽³⁾	I	See Footnote⁽⁸⁾
Brigham Minerals Holdings, LLC Units	⁽¹⁾	06/12/2020		C			610,038	⁽¹⁾	⁽¹⁾	Class A Common Stock	610,038	$0	1,543,585⁽³⁾	I	See Footnote⁽¹⁰⁾

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 shareholders generally. At the request of the holder, each common unit (each, a "Common Unit") of Brigham Minerals Holdings, LLC ("Brigham LLC") 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 closing price of one share of Class A common stock for each Common Unit redeemed for the 10 trading days prior to the date the holder requests redemption. The Common Units do not expire.

2. On June 12, 2020, Yorktown Energy Partners XI, L.P. ("Yorktown XI") requested that 305,814 shares of Class B common stock and 305,814 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 305,814 shares of Class A common stock.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for Section 16 or any other purpose.

4. These securities are owned directly by Yorktown XI. The reporting person is a member and manager of Yorktown XI Associates LLC, the general partner of Yorktown XI Company LP, the general partner of Yorktown XI.

5. On June 12, 2020, Yorktown Energy Partners X, L.P. ("Yorktown X") requested that 760,096 shares of Class B common stock and 760,096 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 760,096 shares of Class A common stock.

6. These securities are owned directly by Yorktown X. The reporting person is a member and manager of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X.

7. On June 12, 2020, Yorktown Energy Partners IX, L.P. ("Yorktown IX") requested that 74,052 shares of Class B common stock and 74,052 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 74,052 shares of Class A common stock.

8. These securities are owned directly by Yorktown IX. The reporting person is a member and manager of Yorktown IX Associates LLC, the general partner of Yorktown IX Company LP, the general partner of Yorktown IX.

9. On June 12, 2020, YT Brigham Co Investment Partners, LP ("YT Brigham") requested that 610,038 shares of Class B common stock and 610,038 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 610,038 shares of Class A common stock.

10. These securities are owned directly by YT Brigham. The reporting person is a member and manager of YT Brigham Associates LLC, the general partner of YT Brigham Company LP, the general partner of YT Brigham.

11. 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 employment through the vesting date.

	/s/ W. Howard Keenan, Jr.	06/16/2020
	** Signature of Reporting Person	Date
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MNRL Sub (MNRL) Form 4Brigham Minerals / W Howard Keenan JR ownership change