X0206 3 2019-04-17 0 0001745797 Brigham Minerals, Inc. MNRL 0001635320 Warburg Pincus & Co US, LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 0001774129 Warburg Pincus XI (E&P) Partners - B, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK 10017 1 0 0 0 0001774121 Warburg Pincus Private Equity (E&P) XI - B, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK 10017 1 0 0 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001220638 Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001774123 Warburg Pincus (E&P) Energy GP, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Class A common stock 0 D This Form 3 is filed on behalf of certain affiliates of Warburg Pincus & Company US, LLC ("Warburg Pincus US"), including: Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), Warburg Pincus Private Equity (E&P) XI (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI Brigham"), Warburg Pincus XI (E&P) Partners-B (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-B Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), (Continued from footnote 1) Warburg Pincus Energy (E&P) (Brigham), LLC, a Delaware limited liability company ("WPE E&P Brigham"), Warburg Pincus Energy (E&P) Partners-B (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-B Brigham"), WP Energy Partners (E&P) (Brigham), LLC, a Delaware limited liability company ("WPE Partners E&P Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings"). Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. (Continued from footnote 2) Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. Warburg Pincus Private Equity (E&P) XI - B, L.P., a Delaware limited partnership, is the managing member of WPPE E&P XI Brigham. Warburg Pincus XI (E&P) Partners - B, L.P., a Delaware limited partnership, is the sole member of WP XI E&P Partners-B Brigham. Warburg Pincus Energy (E&P)-B, L.P., a Delaware limited partnership, is the managing member WPE E&P Brigham. Warburg Pincus Energy (E&P) Partners-B, L.P., a Delaware limited partnership, is the managing member of WPE E&P Partners-B Brigham. WP Energy Partners, L.P., a Delaware limited partnership, is the managing member of WPE Partners E&P Brigham. (Continued from footnote 3) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the (i) general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. (Continued from footnote 4) WP Global LLC, a Delaware limited liability company ("WP Global"), is the general partner of WPE E&P GP. Warburg Pincus Partners II, L.P., a Delaware limited partnership, is the managing member of WP Global. Warburg Pincus Partners GP LLC, a Delaware limited liability company, is the general partner of Warburg Pincus Partners II, L.P. Warburg Pincus & Co., a Delaware corporation, is the managing member of Warburg Pincus Partners GP LLC. (Continued from footnote 5) Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC," and together with WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPE E&P GP, WPP II US and Warburg Pincus US, the "Warburg Pincus GP Entities"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. As noted above, Warburg Pincus US is the general partner of WPP II US. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Charles R. Kaye and Joseph P. Landy are the Managing Members of Warburg Pincus US and the Managing Members and Co-Chief Executive Officers of Warburg Pincus and, as such, may be deemed to control each of the foregoing entities. Each of the foregoing entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Each of Joseph P. Landy, Charles R. Kaye and Warburg Pincus LLC may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Class A common stock. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by such entities, and this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Exhibit List: Exhibit 99.1 - Joint Filer Information Exhibit 99.2 - Joint Filers' Signatures This report is one of four reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Warburg Pincus & Company US, LLC and their applicable members. /s/ Robert B. Knauss 2019-04-17