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Filing Details

Accession Number:: 0000899243-20-016736
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-16 20:07:00
Reporting Period:: 2020-06-12

Accepted Time:: 2020-06-16 20:07:00
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
1635320	Warburg Pincus & Co Us, Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1678774	Warburg Pincus (E&P) Xi, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1678783	Warburg Pincus Partners (E&P) Xi Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1774123	Warburg Pincus (E&P) Energy Gp, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1774126	Wp Brigham Holdings, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1774128	Warburg Pincus Xi (E&P) Partners-A (Brigham), Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1774130	Warburg Pincus Xi (E&P) Partners - A, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1774131	Warburg Pincus Private Equity (E&P) Xi-A, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1774132	Warburg Pincus (E&P) Energy Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1774141	Warburg Pincus Private Equity (E&P) Xi-A (Brigham), Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	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	2020-06-12	1,727,331	$13.46	2,129,492	No	4	S	Indirect	By Brigham Parent Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2020-06-12	8,065	$0.00	9,943	No	4	C	Indirect	By WP Energy Partners Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2020-06-12	8,065	$0.00	8,065	No	4	C	Indirect	By WP Energy Partners Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2020-06-12	8,065	$13.46	0	No	4	S	Indirect	By WP Energy Partners Brigham Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2020-06-12	61,591	$0.00	75,931	No	4	C	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2020-06-12	61,591	$0.00	61,591	No	4	C	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2020-06-12	61,591	$13.46	0	No	4	S	Indirect	By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC
Class B Common Stock, Par Value $0.01	Disposition	2020-06-12	96,972	$0.00	119,549	No	4	C	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2020-06-12	96,972	$0.00	96,972	No	4	C	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2020-06-12	96,972	$13.46	0	No	4	S	Indirect	By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
Class B Common Stock, Par Value $0.01	Disposition	2020-06-12	98,500	$0.00	121,434	No	4	C	Indirect	By WP Energy Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2020-06-12	98,500	$0.00	98,500	No	4	C	Indirect	By WP Energy Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2020-06-12	98,500	$13.46	0	No	4	S	Indirect	By WP Energy Brigham Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2020-06-12	156,272	$0.00	192,656	No	4	C	Indirect	By WP Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2020-06-12	156,272	$0.00	156,272	No	4	C	Indirect	By WP Brigham Holdings, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2020-06-12	156,272	$13.46	0	No	4	S	Indirect	By WP Brigham Holdings, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2020-06-12	1,019,778	$0.00	1,257,206	No	4	C	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2020-06-12	1,019,778	$0.00	1,019,778	No	4	C	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2020-06-12	1,019,778	$13.46	0	No	4	S	Indirect	By Warburg Pincus Energy (E&P)-A (Brigham), LLC
Class B Common Stock, Par Value $0.01	Disposition	2020-06-12	1,258,543	$0.00	1,551,559	No	4	C	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Acquisiton	2020-06-12	1,258,543	$0.00	1,258,543	No	4	C	Indirect	By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC
Class A Common Stock, Par Value $0.01	Disposition	2020-06-12	1,258,543	$13.46	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	2020-06-12	8,065	$0.00	8,065	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2020-06-12	61,591	$0.00	61,591	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2020-06-12	96,972	$0.00	96,972	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2020-06-12	98,500	$0.00	98,500	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2020-06-12	156,272	$0.00	156,272	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2020-06-12	1,019,778	$0.00	1,019,778	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC common unit	Disposition	2020-06-12	1,258,543	$0.00	1,258,543	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
9,943	No	4	C	Indirect
75,931	No	4	C	Indirect
119,549	No	4	C	Indirect
121,434	No	4	C	Indirect
192,656	No	4	C	Indirect
1,257,206	No	4	C	Indirect
1,551,559	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 June 12, 2020, after consummation of all transactions reported herein, Brigham Parent Holdings directly held 2,129,492 shares of Class A common stock. As of June 12, 2020, after consummation of all transactions reported herein, the WP Class B Owners collectively directly held 3,328,278 shares of Class B common stock and 3,328,278 Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units") of which 9,943 of each are directly held by WPE Partners Brigham Holdings, 75,931 of each are directly held by WPE E&P Partners-A Brigham, 119,549 of each are directly held by WP XI E&P Partners-A Brigham, 121,434 of each are directly held by WPE Brigham Holdings, 192,656 of each are directly held by WP Brigham Holdings, 1,257,206 of each are directly held by WPE E&P-A Brigham and 1,551,559 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."
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 and Warburg Pincus 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 and Warburg Pincus 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 and such affiliates (other than Brigham Parent Holdings and 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 June 12, 2020, WPE Partners Brigham Holdings requested that 8,065 shares of Class B common stock and 8,065 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 8,065 shares of Class A common stock.
On June 12, 2020, WPE E&P Partners-A Brigham requested that 61,591 shares of Class B common stock and 61,591 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 61,591 shares of Class A common stock.
On June 12, 2020, WP XI E&P Partners-A Brigham requested that 96,972 shares of Class B common stock and 96,972 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 96,972 shares of Class A common stock.
On June 12, 2020, WPE Brigham Holdings requested that 98,500 shares of Class B common stock and 98,500 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 98,500 shares of Class A common stock.
On June 12, 2020, WP Brigham Holdings requested that 156,272 shares of Class B common stock and 156,272 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 156,272 shares of Class A common stock.
On June 12, 2020, WPE E&P-A Brigham requested that 1,019,778 shares of Class B common stock and 1,019,778 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,019,778 shares of Class A common stock.
On June 12, 2020, WPPE E&P XI-A Brigham requested that 1,258,543 shares of Class B common stock and 1,258,543 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,258,543 shares of Class A common stock.