0000899243-19-029589.txt : 20191218 0000899243-19-029589.hdr.sgml : 20191218 20191218190315 ACCESSION NUMBER: 0000899243-19-029589 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191216 FILED AS OF DATE: 20191218 DATE AS OF CHANGE: 20191218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levy James R. CENTRAL INDEX KEY: 0001535563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 191293799 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Brigham Minerals, Inc. CENTRAL INDEX KEY: 0001745797 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 831106283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5914 W. COURTYARD DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: (512) 220-6350 MAIL ADDRESS: STREET 1: 5914 W. COURTYARD DRIVE STREET 2: SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78730 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-12-16 0 0001745797 Brigham Minerals, Inc. MNRL 0001535563 Levy James R. 5914 W. COURTYARD DRIVE, SUITE 100 AUSTIN TX 78730 1 0 1 0 Class A common stock, par value $0.01 2019-12-16 4 S 0 1153187 17.376 D 3856823 I See footnotes Class B common stock, par value $0.01 2019-12-16 4 C 0 1802623 D 6027999 I See footnotes Class A common stock, par value $0.01 2019-12-16 4 C 0 1802623 A 1802623 I See footnotes Class A common stock, par value $0.01 2019-12-16 4 S 0 1802623 17.376 D 0 I See footnotes Class A common stock, par value $0.01 8274 D Brigham Minerals Holdings, LLC common unit 2019-12-16 4 C 0 1802623 0.00 D Class A common stock, par value $0.01 1802623 6027999 I See footnotes The Reporting Person is a Partner of Warburg Pincus & Co., a New York general partnership ("WP") and a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Certain affiliates of WP and WP LLC (such affiliates, the "Warburg Pincus Entities") collectively held 3,856,823 shares of Class A common stock, 6,027,999 shares of Class B common stock and 6,027,999 Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units") of the Issuer as of the date hereof, after consummation of all transactions reported herein. All shares of Class A common stock and Class B common stock of the Issuer and all Common Units indicated as indirectly beneficially owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which the Reporting Person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended) in an indeterminate portion of such securities owned by the Warburg Pincus Entities. The Reporting Person disclaims beneficial ownership of all shares of Class A common stock and Class B common stock of the Issuer and Common Units attributable to the Warburg Pincus Entities except to the extent of his direct pecuniary interest therein. At the request of the respective Warburg Pincus Entity holding such Common Unit, 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. On December 16, 2019, certain of the Warburg Pincus Entities requested that 1,802,623 shares of Class B common stock and 1,802,623 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,802,623 shares of Class A common stock. Restricted stock units previously awarded pursuant to the Brigham Minerals, Inc. 2019 Long Term Incentive Plan. The award vests in full on the first anniversary of the grant date, subject to continued employment through the vesting date. /s/ James R. Levy 2019-12-18