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Names of Reporting Persons

Carlyle Group Management L.L.C.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Accession Number:: 0001193125-19-283627
Form Type:: 13G Filing
Publication Date:: 2019-11-04 18:37:03

Filed By:: Carlyle Group Management L.l.c.
Company:: Black Stone Minerals L.p. (NYSE:BSM)
Filing Date:: 2019-11-05
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Carlyle Group Management	14,711,219	14,711,219	14,711,219	6.7%
The Carlyle Group	14,711,219	14,711,219	14,711,219	6.7%
Carlyle Holdings I GP Inc	14,711,219	14,711,219	14,711,219	6.7%
Carlyle Holdings I GP Sub	14,711,219	14,711,219	14,711,219	6.7%
Carlyle Holdings I	14,711,219	14,711,219	14,711,219	6.7%
TC Group	14,711,219	14,711,219	14,711,219	6.7%
TC Group Sub	14,711,219	14,711,219	14,711,219	6.7%
TC Group CEMOF II	14,711,219	14,711,219	14,711,219	6.7%
CEMOF II General Partner	14,711,219	14,711,219	14,711,219	6.7%
CEMOF II AIV	14,711,219	14,711,219	14,711,219	6.7%
Mineral Royalties One	14,711,219	14,711,219	14,711,219	6.7%

Filing

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.)*

Black Stone Minerals, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

09225M101

(CUSIP Number)

September 29, 2019

(Date of Event Which Requires Filing of this Statement)

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons 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).


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CUSIP No. 09225M101		Schedule 13G		Page 12 of 18

ITEM 1.

(a) Name of Issuer:

Black Stone Minerals, L.P. (the Issuer)

(b) Address of Issuers Principal Executive Offices:

1001 Fannin Street, Suite 2020

Houston, Texas 77002

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:

The Carlyle Group L.P.

Carlyle Group Management L.L.C.

Carlyle Holdings I GP Inc.

Carlyle Holdings I GP Sub L.L.C.

Carlyle Holdings I L.P.

TC Group, L.L.C.

TC Group Sub L.P.

TC Group CEMOF II, L.L.C.

CEMOF II General Partner, L.P.

CEMOF II AIV, L.P.

Mineral Royalties One, L.L.C.

(b) Address or Principal Business Office:

The address of each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington D.C. 20004-2505.

(c) Citizenship of each Reporting Person is:

Each of the Reporting Persons is organized in the state of Delaware.

(d) Title of Class of Securities:

Common Units representing limited partner interests (Common Units).

(e) CUSIP Number:

09225M101


CUSIP No. 09225M101		Schedule 13G		Page 13 of 18

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Units of the Issuer, based on 205,961,594 Common Units outstanding as of July 30, 2019 and assuming the conversion of the Series B Cumulative Convertible Preferred Units (the Preferred Units) beneficially owned by the Reporting Persons.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Carlyle Group Management L.L.C.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
The Carlyle Group L.P.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
Carlyle Holdings I GP Inc.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
Carlyle Holdings I GP Sub L.L.C.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
Carlyle Holdings I L.P.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
TC Group, L.L.C.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
TC Group Sub L.P.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
TC Group CEMOF II, L.L.C.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
CEMOF II General Partner, L.P.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
CEMOF II AIV, L.P.		14,711,219		6.7	%		0		14,711,219		0		14,711,219
Mineral Royalties One, L.L.C.		14,711,219		6.7	%		0		14,711,219		0		14,711,219

Mineral Royalties One, L.L.C. is the record holder of 14,711,219 Preferred Units, which upon conversion, are issuable in to Common Units representing limited partner interests in the Issuer.

Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on Nasdaq. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group CEMOF II, L.L.C., which is the general partner of CEMOF II General Partner, L.P., which is the general partner of CEMOF II AIV, L.P., which is the managing member of Mineral Royalties One, L.L.C. Accordingly, each of these entities may be deemed to share beneficial ownership of the Preferred Units owned of record by Mineral Royalties One, L.L.C.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.


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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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


CUSIP No. 09225M101		Schedule 13G		Page 15 of 18

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 4, 2019


Carlyle Group Management L.L.C.



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

The Carlyle Group L.P.
By: Carlyle Group Management L.L.C., its general partner



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

Carlyle Holdings I GP Inc.



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

Carlyle Holdings I GP Sub L.L.C.
By:		Carlyle Holdings I GP Inc., its managing member



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

Carlyle Holdings I L.P.



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer


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TC Group, L.L.C.
By: Carlyle Holdings I L.P., its managing member



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

TC Group Sub L.P.
By: TC Group, L.L.C., its general partner
By: Carlyle Holdings I L.P., its managing member



By:		/s/ Anne Frederick, attorney-in-fact


Name:		Curtis L. Buser
Title:		Chief Financial Officer

TC Group CEMOF II, L.L.C.



By:		/s/ Ryan R. Toteja


Name:		Ryan R. Toteja
Title:		Authorized Person

CEMOF II General Partner, L.P.



By:		/s/ Ryan R. Toteja


Name:		Ryan R. Toteja
Title:		Authorized Person


CUSIP No. 09225M101		Schedule 13G		Page 17 of 18


CEMOF II AIV, L.P.
By: CEMOF II General Partner, L.P., its general partner
By: TC Group CEMOF II, L.L.C., its general partner



By:		/s/ Ryan R. Toteja


Name:		Ryan R. Toteja
Title:		Authorized Person

Mineral Royalties One, L.L.C.



By:		/s/ Ryan R. Toteja


Name:		Ryan R. Toteja
Title:		Authorized Person


CUSIP No. 09225M101		Schedule 13G		Page 18 of 18

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.