SEC Form 4 · accession 0001209191-18-003188
Black Stone Minerals, L.P. · BSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas L Carter Jr.
Officer — President, CEO and Chairman · Director
Period of report
Nov 7, 2017
Accepted (ET)
Jan 10, 2018 · 7:23 pm EST
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 | Nov 7, 2017 | G | 150,885 | $0.00 | D | 973,388 | D | |
| Common units representing limited partner interests | Dec 5, 2017 | G | 70,400 | $0.00 | D | 752,103 | D | |
| Common units representing limited partner interestsF2 | Jan 8, 2018 | F | 88,658 | $18.37 | D | 663,445 | D | |
| Common units representing limited partner interestsF1 | Nov 7, 2017 | G | 150,885 | $0.00 | A | 0 | I | By spouse |
| Common units representing limited partner interests | holding | — | — | — | 30,289 | I | By Georgia Elizabeth Carter 1995 Trust | |
| Common units representing limited partner interests | holding | — | — | — | 30,289 | I | By Katherine Ross Carter 1995 Trust | |
| Common units representing limited partner interests | holding | — | — | — | 30,290 | I | By Molly Leachman Carter 1995 Trust | |
| Common units representing limited partner interests | holding | — | — | — | 5,689 | I | By Fowler Thomas Carter 1995 Trust | |
| Common units representing limited partner interests | holding | — | — | — | 4,970,834 | I | By Carter2221, Ltd. | |
| Common units representing limited partner interestsF1 | holding | — | — | — | 150,885 | I | By GRAT | |
| Common units representing limited partner interestsF1 | holding | — | — | — | 150,885 | I | By spouse's GRAT |
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 interestsF1,F3 | — | Nov 7, 2017 | G | 16,270 | D | — | — | Common units representing limited partner interests | 16,270 | 199,960 | D |
| Subordinated units representing limited partner interestsF1,F3 | — | Nov 7, 2017 | G | 16,270 | A | — | — | Common units representing limited partner interests | 16,270 | 0 | I |
| Subordinated units representing limited partner interestsF3 | — | holding | — | — | — | — | — | Common units representing limited partner interests | 7,452 | 7,452 | I |
| Subordinated units representing limited partner interestsF3 | — | holding | — | — | — | — | — | Common units representing limited partner interests | 7,452 | 7,452 | I |
| Subordinated units representing limited partner interestsF3 | — | holding | — | — | — | — | — | Common units representing limited partner interests | 7,452 | 7,452 | I |
| Subordinated units representing limited partner interestsF3 | — | holding | — | — | — | — | — | Common units representing limited partner interests | 7,452 | 7,452 | I |
| Subordinated units representing limited partner interestsF3 | — | holding | — | — | — | — | — | Common units representing limited partner interests | 6,510,669 | 6,510,669 | I |
| Subordinated units representing limited partner interestsF1,F3 | — | holding | — | — | — | — | — | Common units representing limited partner interests | 16,270 | 16,270 | I |
| Subordinated units representing limited partner interestsF1,F3 | — | holding | — | — | — | — | — | Common units representing limited partner interests | 16,270 | 16,270 | I |
Explanation of responses
- F1On November 7, 2017, the Reporting Person and his spouse partitioned a portion of their community property for estate-planning purposes. The partition resulted in the Reporting Person and his spouse each owning 150,885 common units and 16,270 subordinated units as individual property. The change in the form of ownership is reported as a gift. On November 9, 2017, the Reporting Person and his spouse contributed that individual property to grantor retained annuity trusts ("GRATs"), with respect to which the Reporting Person may be considered the de facto trustee. Because the contributions to the GRATs are not reportable transactions, the amount of securities beneficially owned with respect to the direct holdings reported by the Reporting Person and the indirect holdings reported for the Reporting Person's spouse have been reduced to reflect the contributions to the GRATs, which have been added as new indirect holdings.
- F2For tax withholding purposes, the value of the common units was deemed to be equal to the closing price of BSM common units on January 5, 2018.
- F3Each 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).