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*
PBRA, LLC

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 B common stock, par value $0.01 12/16/2019 C 661,735 D (2)(3) 2,213,171 I By Pine Brook BXP Intermediate, L.P(1)
Class A common stock, par value $0.01 12/16/2019 C 661,735 A (2)(3) 661,735 I By Pine Brook BXP Intermediate, L.P(1)
Class A common stock, par value $0.01 12/16/2019 S 661,735 D $17.376 0 I By Pine Brook BXP Intermediate, L.P(1)
Class B common stock, par value $0.01 12/16/2019 C 1,043,696 D (2)(4) 3,490,635 I By Pine Brook BXP II Intermediate, L.P.(1)
Class A common stock, par value $0.01 12/16/2019 C 1,043,696 A (2)(4) 1,043,696 I By Pine Brook BXP II Intermediate, L.P.(1)
Class A common stock, par value $0.01 12/16/2019 S 1,043,696 D $17.376 0 I By Pine Brook BXP II Intermediate, L.P.(1)
Class B common stock, par value $0.01 12/16/2019 C 141,794 D (2)(5) 474,231 I By Pine Brook PD Intermediate, L.P.(1)
Class A common stock, par value $0.01 12/16/2019 C 141,794 A (2)(5) 141,794 I By Pine Brook PD Intermediate, L.P.(1)
Class A common stock, par value $0.01 12/16/2019 S 141,794 D $17.376 0 I By Pine Brook PD Intermediate, L.P.(1)
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 common unit (2) 12/16/2019 C 661,735 (2) (2) Class A common stock, par value $0.01 661,735 $0.00 2,213,171 I By Pine Brook BXP Intermediate, L.P.(1)
Brigham Minerals Holdings, LLC common unit (2) 12/16/2019 C 1,043,696 (2) (2) Class A common stock, par value $0.01 1,043,696 $0.00 3,490,635 I By Pine Brook BXP II Intermediate, L.P.(1)
Brigham Minerals Holdings, LLC common unit (2) 12/16/2019 C 141,794 (2) (2) Class A common stock, par value $0.01 141,794 $0.00 474,231 I By Pine Brook PD Intermediate, L.P.(1)
1. Name and Address of Reporting Person*
PBRA, LLC

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine Brook Capital Partners II, L.P.

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine Brook PD Intermediate, L.P.

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine Brook Road Associates II, L.P.

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine Brook BXP Intermediate, L.P.

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine Brook BXP II Intermediate, L.P.

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Pine Brook Road Advisors, LP

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NEWMAN HOWARD H

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
Explanation of Responses:
1. PBRA, LLC 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. as each of their general partner. Howard Newman is the managing member of PBRA, LLC and may also be deemed to share beneficial ownership of such securities. Each of PBRA, LLC, Pine Brook Capital Partners II, L.P., Pine Brook Road Associates II, L.P., Pine Brook PD Intermediate, L.P., Pine Brook BXP Intermediate, L.P., Pine Brook BXP II Intermediate, L.P. and Pine Brook Road Advisors, L.P. is a director-by-deputization solely for purposes of Section 16 of the Securities and Exchange Act of 1934.
2. At the request of the holder, each Common Unit 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 market price of one share of Class A common stock for each Common Unit redeemed. The Common Units do not expire.
3. On December 16, 2019, Pine Brook BXP Intermediate, L.P. requested that 661,735 shares of Class B common stock and 661,735 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 661,735 shares of Class A common stock.
4. On December 16, 2019, Pine Brook BXP II Intermediate, L.P. requested that 1,043,696 shares of Class B common stock and 1,043,696 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,043,696 shares of Class A common stock.
5. On December 16, 2019, Pine Brook PD Intermediate, L.P. requested that 141,794 shares of Class B common stock and 141,794 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 141,794 shares of Class A common stock.
Remarks:
PBRA, LLC, By: /s/ Richard Aube, Co-President 12/18/2019
Pine Brook Capital Partners II, L.P., By: Pine Brook Road Associates II, L.P., its General Partner, By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Pine Brook Road Associates II, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Pine Brook PD Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Pine Brook BXP Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Pine Brook BXP II Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Pine Brook Road Advisors, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
/s/ Howard Newman 12/18/2019
** 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 4 (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).
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