0000899243-23-000254.txt : 20230103 0000899243-23-000254.hdr.sgml : 20230103 20230103163207 ACCESSION NUMBER: 0000899243-23-000254 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221229 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burleson Gayle CENTRAL INDEX KEY: 0001706715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38870 FILM NUMBER: 23502603 MAIL ADDRESS: STREET 1: ONE CONCHO CENTER STREET 2: 600 WEST ILLINOIS AVENUE CITY: MIDLAND STATE: TX ZIP: 79701 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 200 CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: (512) 220-6350 MAIL ADDRESS: STREET 1: 5914 W. COURTYARD DRIVE STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78730 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-29 1 0001745797 Brigham Minerals, Inc. MNRL 0001706715 Burleson Gayle 5914 W. COURTYARD DRIVE SUITE 200 AUSTIN TX 78730 1 0 0 0 Class A Common Stock 2022-12-29 4 D 0 7405 D 0 D See Exhibit 99.1 See Exhibit 99.1 See attached for Exhibit 99.1 - Explanation of Responses /s/ Gayle Burleson 2023-01-03 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                   Exhibit 99.1

Name and Address of Reporting Person:       Gayle Burleson
                                            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
to be Reported (Month/Day/Year):            December 29, 2022


                             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, at the effective time of the Brigham
   Merger (the "First Effective Time"), each share of Class A common stock, par
   value $0.01 per share, of the Issuer (the "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 Class
   A common stock, par value $0.0001 per share, of New Sitio (the "New Sitio
   Class A Common Stock"). The total reported in this row also includes each
   outstanding award of time-based restricted stock units (each, an "RSU
   Award") of the Issuer, each of which vested in full immediately prior to the
   First Effective Time and the shares subject to such RSU Award 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. 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.