SEC Form 4 · accession 0001209191-15-040859

Black Stone Minerals, L.P. · BSM

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

Reporting owner

Alexander D. Stuart

Director

Period of report

May 6, 2015

Accepted (ET)

May 8, 2015 · 9:33 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	282,885	—	A	288,148	D
Common units representing limited partner interests^F1	May 6, 2015	J	2,072,350	—	A	2,360,498	I	By North Star Oil & Gas
Common units representing limited partner interests^F1	May 6, 2015	J	914,682	—	A	3,275,180	I	By Topsfield Energy, Ltd.
Common units representing limited partner interests^F1	May 6, 2015	J	541,885	—	A	3,817,065	I	By RDS Investmnents, L.P.
Common units representing limited partner interests^F1	May 6, 2015	J	78,265	—	A	3,895,330	I	By R D Stuart Jr 1996 Trust

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 interests^F1,F2	—	May 6, 2015	J	370,517	A	—	—	Common units representing limited partner interests	370,517	370,517	D
Subordinated units representing limited partner interests^F1,F2	—	May 6, 2015	J	2,714,314	A	—	—	Common units representing limited partner interests	2,714,314	3,084,831	I
Subordinated units representing limited partner interests^F1,F2	—	May 6, 2015	J	1,198,029	A	—	—	Common units representing limited partner interests	1,198,029	4,282,860	I
Subordinated units representing limited partner interests^F1,F2	—	May 6, 2015	J	709,749	A	—	—	Common units representing limited partner interests	709,749	4,992,609	I
Subordinated units representing limited partner interests^F1,F2	—	May 6, 2015	J	102,510	A	—	—	Common units representing limited partner interests	102,510	5,095,119	I
Preferred units representing limited partner interests^F1,F3	—	May 6, 2015	J	1,500	A	—	—	Common and subordinated units representing LP interests	—	5,096,619	D
Preferred units representing limited partner interests^F1,F3	—	May 6, 2015	J	1,125	A	—	—	Common and subordinated units representing LP interests	—	5,097,744	I
Preferred units representing limited partner interests^F1,F3	—	May 6, 2015	J	750	A	—	—	Common and subordinated units representing LP interests	—	5,098,494	I
Preferred units representing limited partner interests^F1,F3	—	May 6, 2015	J	1,125	A	—	—	Common and subordinated units representing LP interests	—	5,099,619	I
Preferred units representing limited partner interests^F3,F1	—	May 6, 2015	J	1,500	A	—	—	Common and subordinated units representing LP interests	—	5,101,119	I

Explanation of responses

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).
F3Each 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)./s/ Steve Putman, Attorney-in-Fact for Alexander D. Stuart