EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT
                                                                   Exhibit 99.1

Name and Address of Reporting Person:        Ivan Alexandrov Gaidarov
                                             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 the Issuer's Class A common stock, par
        value $0.01 per share (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.      The total reported includes all shares of the Issuer's Class A Common
        Stock, all Pre-2022 PSU Awards, all Converted PSU Awards, all Pre-2022
        RSU Awards and all Converted RSU Awards held by the Reporting Person.

6.      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 and Converted RSU Awards.

7.      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.

8.      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.

9.      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.