Exhibit 99.1 Name and Address of Reporting Person: Robert M. Roosa 5914 W. Courtyard Drive Suite 200 Austin, TX 78730 Issuer Name and Ticker or Trading Symbol: Brigham Minerals, Inc. [MNRL] Date of Earliest Transaction Required December 29, 2022 to be Reported (Month/Day/Year): Explanation of Responses 1. On December 29, 2022 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (as amended from time to time, the "Merger Agreement"), by and among the Issuer, Brigham Minerals Holdings, LLC ("Opco LLC"), STR Sub Inc. (f/k/a Sitio Royalties Corp., "Old Sitio"), Sitio Royalties Operating Partnership, LP ("Opco LP"), Sitio Royalties Corp. (f/k/a Snapper Merger Sub I, Inc., "New Sitio"), Snapper Merger Sub IV, Inc. ("Brigham Merger Sub"), Snapper Merger Sub V, Inc. ("Sitio Merger Sub") and Snapper Merger Sub II, LLC, New Sitio acquired the Issuer in an all-stock transaction through: (i) the merger of Brigham Merger Sub with and into the Issuer (the "Brigham Merger"), with the Issuer surviving as a wholly owned subsidiary of New Sitio, (ii) the merger of Sitio Merger Sub with and into Old Sitio (the "Sitio Merger"), with Old Sitio surviving as a wholly owned subsidiary of New Sitio, and (iii) the merger of Opco Merger Sub LLC with and into Opco LLC (the "Opco Merger," and, together with the Brigham Merger and the Sitio Merger, the "Mergers"), with Opco LLC surviving as a wholly owned subsidiary of Opco LP, in each case on the terms set forth in the Merger Agreement. 2. Pursuant to the Merger Agreement, immediately prior to the effective time of the Brigham Merger (the "First Effective Time"), each outstanding award of performance-based restricted stock units of the Issuer granted prior to January 1, 2022 (each, a "Pre-2022 PSU Award") pursuant to the Issuer's 2019 Long Term Incentive Plan (as amended from time to time, the "2019 Plan") vested based on the actual level of achievement as of the performance period ending immediately prior to the First Effective Time. Each vested share relating to a Pre-2022 PSU Award was treated as a share of Class A common stock, par value $0.01 per share, of the Issuer (the "Class A Common Stock") for purposes of the Merger Agreement, which means that such vested share was converted into the right to receive 1.133 shares of Class A common stock, par value $0.0001 per share, of New Sitio (the "New Sitio Class A Common Stock"). On December 28, 2022 (the day prior to the Closing Date), the closing price of one share of the Issuer's Class A Common Stock was $32.50. 3. Pursuant to the Merger Agreement, immediately prior to the First Effective Time, each outstanding award of performance-based restricted stock units of the Issuer granted on or after January 1, 2022 (each, a "2022 PSU Award") pursuant to the 2019 Plan was converted into an award (the "Converted PSU Awards"), on the same terms and conditions (other than the performance-based vesting conditions) applicable to such 2022 PSU Award immediately prior to the First Effective Time, that relates to a number of shares of New Sitio Class A Common Stock equal to the product of (i) the number of shares of the Issuer's Class A Common Stock subject to such award as of immediately prior to the First Effective Time (with any performance conditions deemed achieved at the level determined based on actual performance as of immediately prior to the First Effective Time, which was equal to 200% of target) and (ii) 1.133. Pursuant to the terms of the Converted PSU Awards, if the Reporting Person incurs a qualifying termination of employment on or after the Closing Date, the Converted PSU Awards will accelerate and vest in full on the applicable termination date. The Reporting Person was terminated without cause by New Sitio on the Closing Date. On December 28, 2022 (the day prior to the Closing Date), the closing price of one share of the Issuer's Class A Common Stock was $32.50. 4. Pursuant to the Merger Agreement, each outstanding award of time-based restricted stock units (each, an "RSU Award") of the Issuer (i) granted prior to January 1, 2022 (the "Pre-2022 RSU Awards"), each of which vested in full immediately prior to the First Effective Time and the shares subject to such RSU Awards were treated as shares of the Issuer's Class A Common Stock for purposes of the Merger Agreement (which means that such shares were converted into the right to receive 1.133 shares of New Sitio Class A Common Stock) and (ii) each RSU Award granted on or after January 1, 2022, each of which was converted into an award (the "Converted RSU Awards"), on the same terms as conditions applicable to such RSU Award immediately prior to the First Effective Time, that relates to a number of shares of New Sitio Class A Common Stock equal to the product of (x) the number of shares of the Issuer's Class A Common Stock subject to such award as of immediately prior to the First Effective Time and (y) 1.133. Pursuant to the terms of the Converted RSU Awards, if the Reporting Person incurs a qualifying termination of employment on or after the Closing Date, the Converted RSU Awards will accelerate and vest in full on the applicable termination date. The Reporting Person was terminated without cause by New Sitio on the Closing Date. 5. On December 29, 2022, in accordance with the terms of the Company's 2022 Short Term Incentive Program (the "STIP"), 24,692 shares of the Issuer's Class A Common Stock were delivered to the Reporting Person in satisfaction of the Reporting Person's award under the STIP, which award was settled based on 150% of the Reporting Person's target opportunity under the STIP. 6. The total reported includes all shares of the Issuer's Class A Common Stock (including shares delivered in respect of the STIP), all Pre-2022 PSU Awards, all Converted PSU Awards, all Pre-2022 RSU Awards and all Converted RSU Awards held by the Reporting Person. 7. Represents shares withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person that arose in connection with the vesting and settlement of the Reporting Person's Pre-2022 PSU Awards, Converted PSU Awards, Pre-2022 RSU Awards, Converted RSU Awards and STIP payment. 8. Pursuant to the Merger Agreement, at the First Effective Time, each share of the Issuer's Class A Common Stock, issued and outstanding immediately prior to the First Effective Time was converted into the right to receive 1.133 fully-paid and nonassessable shares of New Sitio Class A Common Stock. On December 28, 2022 (the day prior to the Closing Date), the closing price of one share of the Issuer's Class A Common Stock was $32.50. 9. Pursuant to the Merger Agreement, at the First Effective Time, each share of Class B common stock, par value $0.01 per share, of the Issuer issued and outstanding immediately prior to the First Effective Time was converted into the right to receive 1.133 fully-paid and nonassessable shares of Class C common stock, par value $0.0001 per share, of New Sitio. 10. Represents units of Opco LLC, of which the Issuer is the managing member. Subject to the terms of the limited liability company agreement of Opco LLC, such units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of the Issuer's Class A Common Stock. 11. These securities are held by RSR Resources & Minerals Vested, LLC, of which the Reporting Person is the manager. 12. These securities are held by RSR Resources & Minerals Unvested, LLC, of which the Reporting Person is the manager. 13. Pursuant to the Merger Agreement, at the effective time of the Opco Merger (the "Second Effective Time"), each unit of Opco LLC, of which the Issuer is the managing member, issued and outstanding immediately prior to the Second Effective Time was converted into the right to receive 1.133 units of Opco LP.
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4 Filing
Robert M. Roosa Form 4Brigham Minerals / Robert M. Roosa ownership change
Filed: 3 Jan 23, 4:31pm