SEC Form 4 · accession 0001209191-15-040832

Black Stone Minerals, L.P. · BSM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

May 6, 2015

Accepted (ET)

May 8, 2015 · 8:34 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 interests	May 6, 2015	A	5,263	$0.00	A	5,263	D
Common units representing limited partner interests^F1	May 6, 2015	J	23,907	—	A	29,170	D
Common units representing limited partner interests^F3,F1	May 6, 2015	J	1,127,929	—	A	1,157,099	I	By Caddis Minerals, Ltd.
Common units representing limited partner interests^F3,F1	May 6, 2015	J	111,054	—	A	1,268,153	I	By Castleton Energy Fund I, Ltd.
Common units representing limited partner interests^F3,F1	May 6, 2015	J	160,728	—	A	1,428,881	I	By Leone, Ltd.
Common units representing limited partner interests^F3,F1	May 6, 2015	J	106,739	—	A	1,535,620	I	By San Miguel River Partners
Common units representing limited partner interests^F3,F1	May 6, 2015	J	97,742	—	A	1,633,362	I	By Shiprock Minerals, Ltd.
Common units representing limited partner interests^F4,F3	May 6, 2015	P	23,000	$19.00	A	1,656,362	I	By Caddis Minerals, Ltd.
Common units representing limited partner interests^F4,F3	May 6, 2015	P	8,500	$19.00	A	1,664,862	I	By Castleton Energy Fund I, Ltd.
Common units representing limited partner interests^F4,F3	May 6, 2015	P	42,000	$19.00	A	1,706,862	I	By Leone, Ltd.
Common units representing limited partner interests^F4,F3	May 6, 2015	P	177,000	$19.00	A	1,883,862	I	By Shiprock Minerals, Ltd.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Subordinated units representing limited partner interests^F1,F2	—	May 6, 2015	J	31,314	A	—	—	Common units representing limited partner interests	31,314	31,314	D
Subordinated units representing limited partner interests^F3,F1,F2	—	May 6, 2015	J	1,477,334	A	—	—	Common units representing limited partner interests	1,477,334	1,508,648	I
Subordinated units representing limited partner interests^F3,F1,F2	—	May 6, 2015	J	145,456	A	—	—	Common units representing limited partner interests	145,456	1,654,104	I
Subordinated units representing limited partner interests^F3,F1,F2	—	May 6, 2015	J	210,519	A	—	—	Common units representing limited partner interests	210,519	1,864,623	I
Subordinated units representing limited partner interests^F3,F1,F2	—	May 6, 2015	J	139,805	A	—	—	Common units representing limited partner interests	139,805	2,004,428	I
Subordinated units representing limited partner interests^F3,F1,F2	—	May 6, 2015	J	128,021	A	—	—	Common units representing limited partner interests	128,021	2,132,449	I
Preferred units representing limited partner interests^F1,F5	—	May 6, 2015	J	1,860	A	—	—	Common and subordinated units representing LP interests	—	2,134,309	I
Preferred units representing limited partner interests^F1,F5	—	May 6, 2015	J	563	A	—	—	Common and subordinated units representing LP interests	—	2,134,872	I

F1Acquired 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.
F2Each 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).
F3The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F4The reporting person purchased the securities through the Directed Unit Program conducted in connection with the initial public offering of Black Stone Minerals, L.P.
F5Each preferred unit may be converted at any time at the option of the holder thereof into common units at the then-effective conversion rate. In addition, on January 1 of each year from 2016 to 2018 a number of preferred units will automatically convert into common units and subordinated units at the then-effective conversion rate, as described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-202875).