Sec Form 4 Filing - Mathis William N. @ Black Stone Minerals, L.P. - 2019-05-24

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) 05/24/2019 (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 05/24/2019 C 31,314 A 118,753 D Common units representing limited partner interests 05/24/2019 C 101,454 A 178,913 I By Conti Street Partners, L.P. Common units representing limited partner interests 05/24/2019 C 635,845 A 1,121,304 I By Conti Street Minerals, L.P. Common units representing limited partner interests 05/24/2019 C 771,379 A 1,387,107 I By WM Capital Partners, L.P. Common units representing limited partner interests 05/24/2019 C 247,701 A 436,818 I By The Estate of Isabel Brown Wilson Common units representing limited partner interests 05/24/2019 C 133,277 A 235,032 I By Travis A. Mathis Special Trust

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 ( 1 ) 05/24/2019 C 31,314 ( 1 ) ( 1 ) Common units representing limited partner interests 31,314 ( 1 ) 0 D Subordinated units representing limited partner interests ( 1 ) 05/24/2019 C 101,454 ( 1 ) ( 1 ) Common units representing limited partner interests 101,454 ( 1 ) 0 I By Conti Street Partners, L.P. Subordinated units representing limited partner interests ( 1 ) 05/24/2019 C 635,845 ( 1 ) ( 1 ) Common units representing limited partner interests 635,845 ( 1 ) 0 I By Conti Street Minerals, L.P. Subordinated units representing limited partner interests ( 1 ) 05/24/2019 C 771,379 ( 1 ) ( 1 ) Common units representing limited partner interests 771,379 ( 1 ) 0 I By WM Capital Partners, L.P. Subordinated units representing limited partner interests ( 1 ) 05/24/2019 C 247,701 ( 1 ) ( 1 ) Common units representing limited partner interests 247,701 ( 1 ) 0 I By The Estate of Isabel Brown Wilson Subordinated units representing limited partner interests ( 1 ) 05/24/2019 C 133,277 ( 1 ) ( 1 ) Common units representing limited partner interests 133,277 ( 1 ) 0 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 05/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 24, 2019, each subordinated unit representing limited partner interests in the Issuer converted into one common unit representing limited partner interests in the Issuer pursuant to the terms of the Issuer's First Amended and Restated Agreement of Limited Partnership, as amended.

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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