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Filing Details

Accession Number:: 0001140361-22-024203
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-06-27 21:02:41
Reporting Period:: 2022-06-23

Accepted Time:: 2022-06-27 21:02:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1745797	Brigham Minerals Inc.	MNRL	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1013026	H Howard Newman	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	No	No	No
1556984	Pine Brook Capital Partners Ii, L.p.	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	No	No	No
1615816	Pbra, Llc	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	No	No	No
1630691	Pine Brook Road Advisors, L.p.	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	No	No	No
1751124	Pine Brook Pd Intermediate, L.p.	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	No	No	No
1774257	Pine Brook Bxp Intermediate, L.p.	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	No	No	No
1774259	Pine Brook Road Associates Ii, L.p.	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	No	No	No
1774260	Pine Brook Bxp Ii Intermediate, L.p.	C/O Pine Brook Road Partners, Llc 60 East 42Nd Street, Suite 3014 New York NY 10165	No	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	2022-06-23	14,062	$25.21	0	No	4	S	Indirect	By Pine Brook BXP Intermediate, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2022-06-23	23,638	$25.21	0	No	4	S	Indirect	By Pine Brook BXP II Intermediate, L.P.
Class A Common Stock, Par Value $0.01	Disposition	2022-06-23	3,803	$25.21	0	No	4	S	Indirect	By Pine Brook PD Intermediate, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2022-06-23	154,494	$0.00	730,165	No	4	C	Indirect	By Pine Brook BXP Intermediate, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2022-06-23	154,494	$0.00	0	No	4	C	Indirect	By Pine Brook BXP Intermediate, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2022-06-23	259,691	$0.00	1,227,346	No	4	C	Indirect	By Pine Brook BXP II Intermediate, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2022-06-23	259,691	$0.00	0	No	4	C	Indirect	By Pine Brook BXP II Intermediate, L.P.
Class B Common Stock, Par Value $0.01	Disposition	2022-06-23	41,779	$0.00	197,458	No	4	C	Indirect	By Pine Brook PD Intermediate, L.P.
Class A Common Stock, Par Value $0.01	Acquisiton	2022-06-23	41,779	$0.00	0	No	4	C	Indirect	By Pine Brook PD Intermediate, L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Pine Brook BXP Intermediate, L.P.
No	4	S	Indirect	By Pine Brook BXP II Intermediate, L.P.
No	4	S	Indirect	By Pine Brook PD Intermediate, L.P.
No	4	C	Indirect	By Pine Brook BXP Intermediate, L.P.
No	4	C	Indirect	By Pine Brook BXP Intermediate, L.P.
No	4	C	Indirect	By Pine Brook BXP II Intermediate, L.P.
No	4	C	Indirect	By Pine Brook BXP II Intermediate, L.P.
No	4	C	Indirect	By Pine Brook PD Intermediate, L.P.
No	4	C	Indirect	By Pine Brook PD Intermediate, L.P.

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 Units	Disposition	2022-06-23	154,494	$0.00	154,494	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC Units	Disposition	2022-06-23	259,691	$0.00	259,691	$0.00
Class A Common Stock, Par Value $0.01	Brigham Minerals Holdings, LLC Units	Disposition	2022-06-23	41,779	$0.00	41,779	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
730,165	No	4	C	Indirect
1,227,346	No	4	C	Indirect
197,458	No	4	C	Indirect

Footnotes

PBRA, LLC may be deemed to share beneficial ownership of the shares of Class A common stock, shares of Class B common stock and Brigham Minerals Holdings, LLC ("Brigham LLC") common units (each a "Common Unit") of Pine Brook PD Intermediate, L.P., Pine Brook BXP Intermediate, L.P. or Pine Brook BXP II Intermediate, L.P. as each of their general partner. Howard Newman is the managing member of PBRA, LLC and may also be deemed to share beneficial ownership of such securities. Each of PBRA, LLC, Pine Brook Capital Partners II, L.P., Pine Brook Road Associates II, L.P., Pine Brook PD Intermediate, L.P., Pine Brook BXP Intermediate, L.P., Pine Brook BXP II Intermediate, L.P. and Pine Brook Road Advisors, L.P. is a director-by-deputization solely for purposes of Section 16 of the Securities and Exchange Act of 1934.
The broker of the holder of these securities sold such shares subject to a future redemption of the underlying Common Units of Brigham LLC and cancellation of an equal amount of shares of Class B common stock of Brigham Minerals, Inc. (the "Issuer"). The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for Section 16 or any other purpose.
The price reported in Column 4 is a volume weighted average market price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.32, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
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 closing price of one share of Class A common stock for each Common Unit redeemed (each, a "Redemption"). The Common Units do not expire.
As previously reported on the Forms 4 filed on June 14, 2022 and June 16, 2022, the broker of each holder of these securities sold a number of shares of Class A common stock subject to a future Redemption of the underlying Common Units of Brigham LLC and cancellation of an equal amount of shares of Class B common stock of Brigham Minerals, Inc. (collectively, the "Future Redemptions"). On June 23, 2022, Brigham LLC approved the Future Redemptions requested by each holder of these securities, including the settlement in shares of Class A common stock.
The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for Section 16 or any other purpose.
Pine Brook BXP Intermediate, L.P. requested that 154,494 shares of Class B common stock and 154,494 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 154,494 shares of Class A common stock.
Pine Brook BXP II Intermediate, L.P. requested that 259,691 shares of Class B common stock and 259,691 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 259,691 shares of Class A common stock.
Pine Brook PD Intermediate, L.P. requested that 41,779 shares of Class B common stock and 41,779 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,779 shares of Class A common stock.