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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1. Name and Address of Reporting Person*
Warburg Pincus & Co US, LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(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)
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 A common stock, par value $0.01 06/12/2020 S 1,727,331 D $13.4578 2,129,492 I By Brigham Parent Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)
Class B common stock, par value $0.01 06/12/2020 C 8,065 D (13)(14) 9,943 I By WP Energy Partners Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class A common stock, par value $0.01 06/12/2020 C 8,065 A (13)(14) 8,065 I By WP Energy Partners Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class A common stock, par value $0.01 06/12/2020 S 8,065 D $13.4578 0 I By WP Energy Partners Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class B common stock, par value $0.01 06/12/2020 C 61,591 D (13)(15) 75,931 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(12)
Class A common stock, par value $0.01 06/12/2020 C 61,591 A (13)(15) 61,591 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(12)
Class A common stock, par value $0.01 06/12/2020 S 61,591 D $13.4578 0 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(12)
Class B common stock, par value $0.01 06/12/2020 C 96,972 D (13)(16) 119,549 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
Class A common stock, par value $0.01 06/12/2020 C 96,972 A (13)(16) 96,972 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
Class A common stock, par value $0.01 06/12/2020 S 96,972 D $13.4578 0 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
Class B common stock, par value $0.01 06/12/2020 C 98,500 D (13)(17) 121,434 I By WP Energy Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class A common stock, par value $0.01 06/12/2020 C 98,500 A (13)(17) 98,500 I By WP Energy Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class A common stock, par value $0.01 06/12/2020 S 98,500 D $13.4578 0 I By WP Energy Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class B common stock, par value $0.01 06/12/2020 C 156,272 D (13)(18) 192,656 I By WP Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)
Class A common stock, par value $0.01 06/12/2020 C 156,272 A (13)(18) 156,272 I By WP Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)
Class A common stock, par value $0.01 06/12/2020 S 156,272 D $13.4578 0 I By WP Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)
Class B common stock, par value $0.01 06/12/2020 C 1,019,778 D (13)(19) 1,257,206 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class A common stock, par value $0.01 06/12/2020 C 1,019,778 A (13)(19) 1,019,778 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class A common stock, par value $0.01 06/12/2020 S 1,019,778 D $13.4578 0 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Class B common stock, par value $0.01 06/12/2020 C 1,258,543 D (13)(20) 1,551,559 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
Class A common stock, par value $0.01 06/12/2020 C 1,258,543 A (13)(20) 1,258,543 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
Class A common stock, par value $0.01 06/12/2020 S 1,258,543 D $13.4578 0 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
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 (13) 06/12/2020 C 8,065 (13) (13) Class A common stock, par value $0.01 8,065 $0.00 9,943 I By WP Energy Partners Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Brigham Minerals Holdings, LLC common unit (13) 06/12/2020 C 61,591 (13) (13) Class A common stock, par value $0.01 61,591 $0.00 75,931 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(12)
Brigham Minerals Holdings, LLC common unit (13) 06/12/2020 C 96,972 (13) (13) Class A common stock, par value $0.01 96,972 $0.00 119,549 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
Brigham Minerals Holdings, LLC common unit (13) 06/12/2020 C 98,500 (13) (13) Class A common stock, par value $0.01 98,500 $0.00 121,434 I By WP Energy Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Brigham Minerals Holdings, LLC common unit (13) 06/12/2020 C 156,272 (13) (13) Class A common stock, par value $0.01 156,272 $0.00 192,656 I By WP Brigham Holdings, L.P.(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)
Brigham Minerals Holdings, LLC common unit (13) 06/12/2020 C 1,019,778 (13) (13) Class A common stock, par value $0.01 1,019,778 $0.00 1,257,206 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)
Brigham Minerals Holdings, LLC common unit (13) 06/12/2020 C 1,258,543 (13) (13) Class A common stock, par value $0.01 1,258,543 $0.00 1,551,559 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC(1)(2)(3)(4)(5)(6)(7)(8)(9)(11)(12)
1. Name and Address of Reporting Person*
Warburg Pincus & Co US, LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus Private Equity (E&P) XI-A, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus XI (E&P) Partners-A (Brigham), LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus XI (E&P) Partners - A, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WP Brigham Holdings, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS (E&P) XI, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WARBURG PINCUS PARTNERS (E&P) XI LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus (E&P) Energy LLC

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Warburg Pincus (E&P) Energy GP, L.P.

(Last) (First) (Middle)
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) 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"), 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"),
2. (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A 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" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners").
3. As of June 12, 2020, after consummation of all transactions reported herein, Brigham Parent Holdings directly held 2,129,492 shares of Class A common stock. As of June 12, 2020, after consummation of all transactions reported herein, the WP Class B Owners collectively directly held 3,328,278 shares of Class B common stock and 3,328,278 Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units") of which 9,943 of each are directly held by WPE Partners Brigham Holdings, 75,931 of each are directly held by WPE E&P Partners-A Brigham, 119,549 of each are directly held by WP XI E&P Partners-A Brigham, 121,434 of each are directly held by WPE Brigham Holdings, 192,656 of each are directly held by WP Brigham Holdings, 1,257,206 of each are directly held by WPE E&P-A Brigham and 1,551,559 of each are directly held by WPPE E&P XI-A Brigham.
4. 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. 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.
5. (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the 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.
6. (continued from footnote 5) 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 and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. 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.
7. Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities."
8. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners.
9. The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
10. WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham.
11. WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings.
12. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham.
13. 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.
14. On June 12, 2020, WPE Partners Brigham Holdings requested that 8,065 shares of Class B common stock and 8,065 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 8,065 shares of Class A common stock.
15. On June 12, 2020, WPE E&P Partners-A Brigham requested that 61,591 shares of Class B common stock and 61,591 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 61,591 shares of Class A common stock.
16. On June 12, 2020, WP XI E&P Partners-A Brigham requested that 96,972 shares of Class B common stock and 96,972 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 96,972 shares of Class A common stock.
17. On June 12, 2020, WPE Brigham Holdings requested that 98,500 shares of Class B common stock and 98,500 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 98,500 shares of Class A common stock.
18. On June 12, 2020, WP Brigham Holdings requested that 156,272 shares of Class B common stock and 156,272 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 156,272 shares of Class A common stock.
19. On June 12, 2020, WPE E&P-A Brigham requested that 1,019,778 shares of Class B common stock and 1,019,778 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,019,778 shares of Class A common stock.
20. On June 12, 2020, WPPE E&P XI-A Brigham requested that 1,258,543 shares of Class B common stock and 1,258,543 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,258,543 shares of Class A common stock.
Remarks:
Form 1 of 3 The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. Exhibit 99.1 - Joint Filers' Signatures This report is one of three reports, each on a separate Form 4, 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 06/16/2020
** 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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