-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HIGTi+V33whEUii30lCVPil/Upe9zqkeD8k4cNU4vYEzMHjvO18n38WIe1t3H9q8 CyreZwfpG6FbpBl3LZOHfw== 0001362310-09-003569.txt : 20090311 0001362310-09-003569.hdr.sgml : 20090311 20090311122637 ACCESSION NUMBER: 0001362310-09-003569 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090311 DATE AS OF CHANGE: 20090311 GROUP MEMBERS: ANNE L. BRIGHAM GROUP MEMBERS: BEN M. BRIGHAM FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM BEN M CENTRAL INDEX KEY: 0001079492 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PKWY STREET 2: BUILDING 2 STE 500 CITY: AUSTIN STATE: TX ZIP: 78730 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PKWY STREET 2: BLDG 2 STE 500 CITY: AUSTIN STATE: TX ZIP: 78730 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGHAM EXPLORATION CO CENTRAL INDEX KEY: 0001034755 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752692967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51001 FILM NUMBER: 09671763 BUSINESS ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 5124273300 MAIL ADDRESS: STREET 1: 6300 BRIDGE POINT PARKWAY STREET 2: BLDG 2 SUITE 500 CITY: AUSTIN STATE: TX ZIP: 78730 SC 13G/A 1 c82362sc13gza.htm SC 13G/A SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

BRIGHAM EXPLORATION COMPANY
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
109178 10 3
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
109178 10 3 
 

 

           
1   NAMES OF REPORTING PERSONS
Ben M. Brigham
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,630,970
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   139,188(1)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,630,970
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    139,188(1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,995,523(1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.4%(2)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Of the 2,995,523 shares of Common Stock reported herein by Anne and Ben Brigham, who are husband and wife, 1,110,970 shares are owned by Ben M. Brigham, 270,000 shares are subject to currently exercisable stock options held by Ben M. Brigham, 975,365 shares are owned by Anne L. Brigham, 250,000 shares are owned by Ben M. Brigham Grat u/a November 26, 2008 Trust (of which he is the trustee), 250,000 shares are owned by the Anne L. Brigham Grat u/a November 26, 2008 Trust (of which she is the trustee), 6,882 shares are owned by Brigham Parental Trust I (of which Anne and Ben Brigham are the trustees), 4,406 shares are owned by Brigham Parental Trust II (of which Anne and Ben Brigham are the trustees), 80,400 shares are held by David T. Brigham, as custodian for each of Mr. and Mrs. Brigham’s five children, and 47,500 shares are owned by the 2005 Brigham Family Revocable Trust (of which Anne and Ben Brigham are the trustees).
(2) Based on 46,510,925 shares of Common Stock outstanding as of December 31, 2008.

2


 

                     
CUSIP No.
 
109178 10 3 
 

 

           
1   NAMES OF REPORTING PERSONS
Anne L. Brigham
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  5   SOLE VOTING POWER
     
NUMBER OF   1,225,365
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   139,188(1)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,225,365
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    139,188(1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,995,523(1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.4%(2)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Of the 2,995,523 shares of Common Stock reported herein by Anne and Ben Brigham, who are husband and wife, 1,110,970 shares are owned by Ben M. Brigham, 270,000 shares are subject to currently exercisable stock options held by Ben M. Brigham, 975,365 shares are owned by Anne L. Brigham, 250,000 shares are owned by Ben M. Brigham Grat u/a November 26, 2008 Trust (of which he is the trustee), 250,000 shares are owned by the Anne L. Brigham Grat u/a November 26, 2008 Trust (of which she is the trustee), 6,882 shares are owned by Brigham Parental Trust I (of which Anne and Ben Brigham are the trustees), 4,406 shares are owned by Brigham Parental Trust II (of which Anne and Ben Brigham are the trustees), 80,400 shares are held by David T. Brigham, as custodian for each of Mr. and Mrs. Brigham’s five children, and 47,500 shares are owned by the 2005 Brigham Family Revocable Trust (of which Anne and Ben Brigham are the trustees).
(2) Based on 46,510,925 shares of Common Stock outstanding as of December 31, 2008.

3


 

Item 1.
  (a)   Name of Issuer: Brigham Exploration Company
 
  (b)   Address of Issuer’s Principal Executive Offices: 6300 Bridge Point Parkway, Bldg. 2, Suite 500, Austin, Texas 78730
Item 2.
  (a)   Name of Persons Filing: Anne L. Brigham and Ben M. Brigham
 
  (b)   Address of Principal Business Office: 6300 Bridge Point Parkway, Bldg. 2, Suite 500, Austin, Texas 78730
 
  (c)   Citizenship: USA
 
  (d)   Title of Class of Securities: Common Stock, $0.01 Par Value
 
  (e)   CUSIP Number: 109178 10 3
Item 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or (c), check whether the person filing is a:
           
 
(a)
  o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
  o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
  o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
  o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
  o   An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
 
 
(f)
  o   An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
 
 
(g)
  o   A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
 
 
(h)
  o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
  o   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)
  o   Group, in accordance with 240.13d-1(b)(1)(ii)(J).

 

4


 

If this statement is filed pursuant to 240.13d-1(c), check this box. o
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned: 2,995,523
 
  (b)   Percent of class: 6.4%
 
  (c)   Power to vote or direct the vote and dispose or to direct the disposition of the securities:
Ben M. Brigham and Anne L. Brigham have the sole power to vote or direct the vote and dispose or to direct the disposition of 1,630,970 and 1,225,365 shares of Common Stock, respectively. Ben M. Brigham and Anne L. Brigham have shared power to vote or direct the disposition of 139,188 shares of Common Stock, respectively.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.

 

5


 

SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
         
Date: March 3, 2009  /s/ Ben M. Brigham    
  Ben M. Brigham   
     
Date: March 3, 2009  /s/ Anne L. Brigham    
  Anne L. Brigham   

 

6


 

         
EXHIBIT INDEX
EXHIBIT
         
  1.    
Joint Filing Agreement

 

7

EX-1 2 c82362exv1.htm EXHIBIT 1 Exhibit 1
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G/A (including amendments thereto) with respect to the common stock of BRIGHAM EXPLORATION COMPANY and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof each of the undersigned, being duly authorized, hereby execute this Agreement on the date set forth opposite his or her name.
         
Date: March 3, 2009  /s/ Ben M. Brigham    
  Ben M. Brigham   
     
Date: March 3, 2009  /s/ Anne L. Brigham    
  Anne L. Brigham   

 

 

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