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Filing Details

Accession Number:: 0000899243-19-029587
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-12-18 19:02:19
Reporting Period:: 2019-12-16

Accepted Time:: 2019-12-18 19:02:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1745797	Brigham Minerals Inc.	MNRL	()	NY

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1162870	Warburg Pincus Llc	/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1220638	P. Joseph Landy	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1239318	R Charles Kaye	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1635320	Warburg Pincus & Co Us, Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	1,153,187	$17.38	3,856,823	No	4	S	Indirect	By Brigham Parent Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2019-12-16	5,384	$0.00	18,008	No	4	C	Indirect	By WP Energy Partners Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2019-12-16	5,384	$0.00	5,384	No	4	C	Indirect	By WP Energy Partners Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	5,384	$17.38	0	No	4	S	Indirect	By WP Energy Partners Brigham Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2019-12-16	41,119	$0.00	137,522	No	4	C	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2019-12-16	41,119	$0.00	41,119	No	4	C	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	41,119	$17.38	0	No	4	S	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
Class B Common Stock, Par Value $0.01	Disposition	2019-12-16	64,739	$0.00	216,521	No	4	C	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2019-12-16	64,739	$0.00	64,739	No	4	C	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	64,739	$17.38	0	No	4	S	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
Class B Common Stock, Par Value $0.01	Disposition	2019-12-16	65,760	$0.00	219,934	No	4	C	Indirect	By WP Energy Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2019-12-16	65,760	$0.00	65,760	No	4	C	Indirect	By WP Energy Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	65,760	$17.38	0	No	4	S	Indirect	By WP Energy Brigham Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2019-12-16	104,329	$0.00	348,928	No	4	C	Indirect	By WP Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2019-12-16	104,329	$0.00	104,329	No	4	C	Indirect	By WP Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	104,329	$17.38	0	No	4	S	Indirect	By WP Brigham Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2019-12-16	680,815	$0.00	2,276,984	No	4	C	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2019-12-16	680,815	$0.00	680,815	No	4	C	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	680,815	$17.38	0	No	4	S	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
Class B Common Stock, Par Value $0.01	Disposition	2019-12-16	840,217	$0.00	2,810,102	No	4	C	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2019-12-16	840,217	$0.00	840,217	No	4	C	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2019-12-16	840,217	$17.38	0	No	4	S	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Brigham Parent Holdings, L.P.
No	4	C	Indirect	By WP Energy Partners Brigham Holdings, L.P.
No	4	C	Indirect	By WP Energy Partners Brigham Holdings, L.P.
No	4	S	Indirect	By WP Energy Partners Brigham Holdings, L.P.
No	4	C	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
No	4	C	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
No	4	S	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
No	4	C	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
No	4	C	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
No	4	S	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
No	4	C	Indirect	By WP Energy Brigham Holdings, L.P.
No	4	C	Indirect	By WP Energy Brigham Holdings, L.P.
No	4	S	Indirect	By WP Energy Brigham Holdings, L.P.
No	4	C	Indirect	By WP Brigham Holdings, L.P.
No	4	C	Indirect	By WP Brigham Holdings, L.P.
No	4	S	Indirect	By WP Brigham Holdings, L.P.
No	4	C	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
No	4	C	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
No	4	S	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
No	4	C	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC
No	4	C	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC
No	4	S	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2019-12-16	5,384	$0.00	5,384	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2019-12-16	41,119	$0.00	41,119	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2019-12-16	64,739	$0.00	64,739	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2019-12-16	65,760	$0.00	65,760	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2019-12-16	104,329	$0.00	104,329	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2019-12-16	680,815	$0.00	680,815	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2019-12-16	840,217	$0.00	840,217	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
18,008	No	4	C	Indirect
137,522	No	4	C	Indirect
216,521	No	4	C	Indirect
219,934	No	4	C	Indirect
348,928	No	4	C	Indirect
2,276,984	No	4	C	Indirect
2,810,102	No	4	C	Indirect

Footnotes

This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"),
(continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners").
As of December 16, 2019, after consummation of all transactions reported herein, Brigham Parent Holdings directly held 3,856,823 shares of Class A common stock. As of December 16, 2019, the WP Class B Owners collectively directly held 6,027,999 shares of Class B common stock and 6,027,999 Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units") of which 18,008 of each are directly held by WPE Partners Brigham Holdings, 137,522 of each are directly held by WPE E&P Partners-A Brigham, 216,521 of each are directly held by WP XI E&P Partners-A Brigham, 219,934 of each are directly held by WPE Brigham Holdings, 348,928 of each are directly held by WP Brigham Holdings, 2,276,984 of each are directly held by WPE E&P-A Brigham and 2,810,102 of each are directly held by WPPE E&P XI-A Brigham.
Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham.
(continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US.
(continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A.
Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities.
By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners.
The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham.
WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings.
WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham.
At the request of the holder, 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, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 shares of Class A common stock.
On December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 shares of Class A common stock.
On December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 shares of Class A common stock.
On December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 shares of Class A common stock.
On December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 shares of Class A common stock.
On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.
On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.