Sec Form 4 Filing - Mathis William N. @ Black Stone Minerals, L.P. - 2018-04-05

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 Mathis William N. 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1001 FANNIN STREET, SUITE 2020 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2018 (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 04/06/2018 A( 1 ) 1,283 A $ 16.55 ( 1 ) 71,706 D Common units representing limited partner interests 04/05/2018 C( 2 ) 242,745 A 485,459 I By Conti Street Minerals, L.P. Common units representing limited partner interests 101,755 I By Travis A. Mathis Special Trust Common units representing limited partner interests 189,117 I By The Estate of Isabel Brown Wilson Common units representing limited partner interests 604,328 I By WM Capital Partners, L.P. Common units representing limited partner interests 77,459 I By Conti Street Partners, L.P.

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 ) 04/05/2018 C( 2 ) 317,942 ( 3 ) ( 3 ) Common units representing limited partner interests 317,942 ( 2 ) 635,845 I By Conti Street Minerals, L.P. Preferred units representing limited partner interests ( 2 ) 04/05/2018 C( 2 ) 8,000 ( 4 ) ( 4 ) Common and subordinated units representing LP interests ( 4 ) ( 2 ) 0 I By Conti Street Minerals, L.P. Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 31,314 31,314 D Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 101,454 101,454 I By Conti Street Partners, L.P. Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 771,379 771,379 I By WM Capital Partners, L.P. Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 247,701 247,701 I By The Estate of Isabel Brown Wilson Subordinated units representing limited partner interests ( 3 ) ( 3 ) ( 3 ) Common units representing limited partner interests 133,277 133,277 I By Travis A. Mathis Special Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mathis William N. 1001 FANNIN STREET, SUITE 2020 HOUSTON, TX77002 X Signatures /s/ Steve Putman, Attorney-in-Fact for William N. Mathis 04/09/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a previous arrangement, the Reporting Person elected to receive common units in lieu of a cash retainer for service on the Board of Directors of the Partnership's General Partner. ( 2 )A portion of the Series A Preferred Units automatically converted into Common Units and Subordinated Units under the terms of the Limited Partnership Agreement. Each Series A Preferred Unit converted into 30.3431 Common Units and 39.7427 Subordinated Units. ( 3 )E ach 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). ( 4 )Each 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, 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 unless redeemed, as 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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