☐ |
Rule 13d-1(b)
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☒ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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CUSIP No. 10918L 103
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1
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NAMES OF REPORTING PERSONS
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YORKTOWN ENERGY PARTNERS XI, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
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|||||
(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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1,079,617 (1)
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|||
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||||
6
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SHARED VOTING POWER
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0
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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1,079,617 (1)
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8
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SHARED DISPOSITIVE POWER
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||
0
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|||
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||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
1,079,617 shares of Class A common stock (1)
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|||
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.09% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
PN
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|||
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CUSIP No. 10918L 103
|
1
|
NAMES OF REPORTING PERSONS
|
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||
YORKTOWN XI COMPANY LP
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
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|
|||
3
|
SEC USE ONLY
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
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|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,079,617 (1)(2)
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|
|
|||
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|
||||
6
|
SHARED VOTING POWER
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||
0
|
|
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|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
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||
1,079,617 (1)(2)
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|||
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|
||||
8
|
SHARED DISPOSITIVE POWER
|
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||
0
|
|
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|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,079,617 shares of Class A common stock (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
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|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.09% (3)
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|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
CUSIP No. 10918L 103
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
YORKTOWN XI ASSOCIATES LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
1,079,617 (1)(2)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
1,079,617 (1)(2)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
1,079,617 shares of Class A common stock (1)(2)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
3.09% (3)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
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Item 1(a). |
Name of Issuer: Brigham Minerals, Inc., a Delaware corporation (the “Issuer”).
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Item 1(b). |
Address of Issuer’s Principal Executive Offices: 5914 W. Courtyard Drive, Suite 150, Austin, TX 78730.
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Item 2(a). |
Name of Person Filing: This statement is jointly filed by Yorktown Energy Partners XI, L.P., a Delaware limited partnership (“Yorktown XI”), Yorktown
XI Company LP, a Delaware limited partnership and the general partner of Yorktown XI (“Yorktown XI Company”), and Yorktown XI Associates LLC, a Delaware limited liability company and the general
partner of Yorktown XI Company (“Yorktown XI Associates”, and collectively, with Yorktown XI and Yorktown XI Company, the “Reporting Persons”).
|
Item 2(b). |
Address of Principal Business Office or, if None, Residence: The principal business office address of the Reporting Persons is 410 Park Avenue, 19th Floor, New York, New York
10022.
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Item 2(c). |
Citizenship: Each of the Reporting Persons is organized under the laws of the state of Delaware.
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Item 2(d). |
Title of Class of Securities: Class A Common Stock of the Issuer.
|
Item 2(e). |
CUSIP Number: 10918L 103
|
Item 3. |
If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
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(b)
|
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
|
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
|
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
|
☐ |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
|
☐ |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
|
☐ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
|
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
|
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
|
☐ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4. |
Ownership.
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certifications.
|
Date:
|
February 14, 2020
|
Yorktown Energy Partners XI, L.P.
|
By:
|
Yorktown XI Company LP,
|
|
Its general partner
|
||
By:
|
Yorktown XI Associates LLC,
|
|
Its general partner
|
||
By:
|
/s/ W. Howard Keenan, Jr.
|
Name:
|
W. Howard Keenan, Jr.
|
|
Title:
|
Manager
|
|
Yorktown XI Company LP
|
By:
|
Yorktown XI Associates LLC,
|
|
Its general partner
|
||
By:
|
/s/ W. Howard Keenan, Jr.
|
Name:
|
W. Howard Keenan, Jr.
|
|
Title:
|
Manager
|
Yorktown XI Associates LLC
|
||
By:
|
/s/ W. Howard Keenan, Jr.
|
Name:
|
W. Howard Keenan, Jr.
|
|
Title:
|
Manager
|
Exhibit No.
|
Description
|
Joint Filing Agreement dated February 14, 2020.
|
Yorktown Energy Partners XI, L.P.
|
||
By:
|
Yorktown XI Company LP,
|
|
Its general partner
|
||
By:
|
Yorktown XI Associates LLC,
|
|
Its general partner
|
||
By:
|
/s/ W. Howard Keenan, Jr.
|
||
Name:
|
W. Howard Keenan, Jr.
|
||
Title:
|
Manager
|
||
Yorktown XI Company LP
|
||
By:
|
Yorktown XI Associates LLC,
|
|
Its general partner
|
By:
|
/s/ W. Howard Keenan, Jr.
|
||
Name:
|
W. Howard Keenan, Jr.
|
||
Title:
|
Manager
|
||
Yorktown XI Associates LLC
|
|||
By:
|
/s/ W. Howard Keenan, Jr.
|
||
Name:
|
W. Howard Keenan, Jr.
|
||
Title:
|
Manager
|