Sec Form 4 Filing - Carter Thomas L Jr @ Black Stone Minerals, L.P. - 2017-11-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carter Thomas L Jr 2. Issuer Name and Ticker or Trading Symbol Black Stone Minerals, L.P. [ BSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO and Chairman (Last) (First) (Middle) 1001 FANNIN STREET, SUITE 2020 3. Date of Earliest Transaction (MM/DD/YY) 11/07/2017 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common units representing limited partner interests 11/07/2017 G( 1 ) V 150,885 D $ 0 973,388 ( 1 ) D Common units representing limited partner interests 12/05/2017 G V 70,400 D $ 0 752,103 D Common units representing limited partner interests 01/08/2018 F 88,658 D $ 18.37 ( 2 ) 663,445 D Common units representing limited partner interests 11/07/2017 G( 1 ) V 150,885 A $ 0 0 ( 1 ) I By spouse Common units representing limited partner interests 30,289 I By Georgia Elizabeth Carter 1995 Trust Common units representing limited partner interests 30,289 I By Katherine Ross Carter 1995 Trust Common units representing limited partner interests 30,290 I By Molly Leachman Carter 1995 Trust Common units representing limited partner interests 5,689 I By Fowler Thomas Carter 1995 Trust Common units representing limited partner interests 4,970,834 I By Carter2221, Ltd. Common units representing limited partner interests 150,885 ( 1 ) I By GRAT Common units representing limited partner interests 150,885 ( 1 ) I By spouse's GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Subordinated units representing limited partner interests ( 3 ) 11/07/2017 G( 1 ) V 16,270 ( 3 ) ( 3 ) Common units representing limited partner interests 16,270 $ 0 199,960 ( 1 ) D Subordinated units representing limited partner interests ( 3 ) 11/07/2017 G( 1 ) V 16,270 ( 3 ) ( 3 ) Common units representing limited partner interests 16,270 $ 0 0 ( 1 ) I By spouse Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 7,452 7,452 I By Katherine Ross Carter 1995 Trust Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 7,452 7,452 I By Georgia Elizabeth Carter 1995 Trust Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 7,452 7,452 I By Molly Leachman Carter 1995 Trust Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 7,452 7,452 I By Fowler Thomas Carter 1995 Trust Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 6,510,669 6,510,669 I By Carter2221, Ltd. Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 16,270 16,270 ( 1 ) I By GRAT Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 16,270 16,270 ( 1 ) I By spouse's GRAT

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carter Thomas L Jr 1001 FANNIN STREET, SUITE 2020 HOUSTON, TX77002 X President, CEO and Chairman Signatures /s/ Steve Putman, Attorney-in-Fact for Thomas L. Carter, Jr. 01/10/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 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. ( 2 )For 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. ( 3 )Each 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).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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