SEC Form 4 · accession 0001209191-15-040788
Black Stone Minerals, L.P. · BSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brock Morris
Officer — See Remarks
Period of report
May 6, 2015
Accepted (ET)
May 8, 2015 · 7:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001621434
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common units representing limited partner interestsF1 | May 6, 2015 | A | 138,081 | $0.00 | A | 138,081 | D | |
| Common units representing limited partner interestsF2,F3 | May 6, 2015 | J | 31,634 | — | A | 169,715 | D | |
| Common units representing limited partner interestsF3 | May 6, 2015 | J | 9,251 | — | A | 178,966 | D | |
| Common units representing limited partner interestsF6 | May 6, 2015 | P | 2,500 | $19.00 | A | 181,466 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subordinated units representing limited partner interestsF5,F3,F4 | — | May 6, 2015 | J | 41,434 | A | — | — | Common units representing limited partner interests | 41,434 | 41,434 | D |
| Subordinated units representing limited partner interestsF3,F4 | — | May 6, 2015 | J | 12,117 | A | — | — | Common units representing limited partner interests | 12,117 | 53,551 | D |
Explanation of responses
- F1Common units subject to a restricted unit award issued pursuant to the Black Stone Minerals, L.P. Long-Term Incentive Plan (the "LTIP"). Except as otherwise provided in the LTIP or the award agreement governing the award, the common units will vest in four equal installments on each of April 1, 2016, April 1, 2017, April 1, 2018 and April 1, 2019 so long as the Reporting Person remains continuously employed by the Issuer, Black Stone Minerals GP, L.L.C. (the "General Partner"), or any of their respective affiliates through each such vesting date.
- F2Common units subject to a restricted unit award issued pursuant to the LTIP. Except as otherwise provided in the LTIP or the award agreement governing the award, a portion of the common units will vest on each of January 1, 2016, March 15, 2016, January 1, 2017, March 15, 2017, and March 15, 2018 so long as the Reporting Person remains continuously employed by the Issuer, the General Partner, or any of their respective affiliates through each such vesting date.
- F3Acquired pursuant to the Merger and Contribution Agreement, dated May 6, 2015, by and among Black Stone Minerals Merger Sub LLC, Black Stone Minerals Company, L.P., and Black Stone Minerals, L.P.
- F4Each subordinated unit will convert into one common unit representing a limited partner interest in the Issuer at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-202875).
- F5Subordinated units subject to a restricted unit award issued pursuant to the LTIP. Except as otherwise provided in the LTIP or the award agreement governing the award, a portion of the subordinated units will vest on each of January 1, 2016, March 15, 2016, January 1, 2017, March 15, 2017, and March 15, 2018 so long as the Reporting Person remains continuously employed by the Issuer, the General Partner, or any of their respective affiliates through each such vesting date.
- F6The reporting person purchased the securities through the Directed Unit Program conducted in connection with the initial public offering of Black Stone Minerals, L.P.
Remarks
Senior Vice President, Engineering and Geology