Sec Form 4 Filing - PBRA, LLC @ Brigham Minerals, Inc. - 2019-04-23

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 PBRA, LLC 2. Issuer Name and Ticker or Trading Symbol Brigham Minerals, Inc. [ MNRL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PINEBROOK ROAD PARTNERS, LLC, 60 EAST 42ND STREET, 50TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2019 (Street) NEW YORK, NY10165 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class B common stock, par value $0.01 04/23/2019 A 2,874,906 A 2,874,906 I By Pine Brook BXP Intermediate, L.P. ( 1 ) Class B common stock, par value $0.01 04/23/2019 A 4,534,331 A 4,534,331 I By Pine Brook BXP II Intermediate, L.P. ( 1 ) Class B common stock, par value $0.01 04/23/2019 A 616,025 A 616,025 I By Pine Brook PD Intermediate, L.P. ( 1 )

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 Brigham Minerals Holdings, LLC common unit ( 2 ) 04/23/2019 J( 3 ) 2,874,906 ( 2 ) ( 2 ) Class A common stock, par value $0.01 2,874,906 ( 3 ) 2,874,906 I By Pine Brook BXP Intermediate, L.P. ( 1 ) Brigham Minerals Holdings, LLC common unit ( 2 ) 04/23/2019 J( 3 ) 4,534,331 ( 2 ) ( 2 ) Class A common stock, par value $0.01 4,534,331 ( 3 ) 4,534,331 I By Pine Brook BXP II Intermediate, L.P. ( 1 ) Brigham Minerals Holdings, LLC common unit ( 2 ) 04/23/2019 J( 3 ) 616,025 ( 2 ) ( 2 ) Class A common stock, par value $0.01 616,025 ( 3 ) 616,025 I By Pine Brook PD Intermediate, L.P. ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PBRA, LLC C/O PINEBROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X X Pine Brook Capital Partners II, L.P. C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X X Pine Brook PD Intermediate, L.P. C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X Pine Brook Road Associates II, L.P. C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X X Pine Brook BXP Intermediate, L.P. C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X X Pine Brook BXP II Intermediate, L.P. C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X X Pine Brook Road Advisors, LP C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X NEWMAN HOWARD H C/O PINE BROOK ROAD PARTNERS, LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK, NY10165 X Signatures PBRA, LLC, By: /s/ Richard Aube, Co-President 04/25/2019 Signature of Reporting Person Date Pine Brook Capital Partners II, L.P., By: Pine Brook Road Associates II, L.P., its General Partner, By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 04/25/2019 Signature of Reporting Person Date Pine Brook Road Associates II, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 04/25/2019 Signature of Reporting Person Date Pine Brook PD Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 04/25/2019 Signature of Reporting Person Date Pine Brook BXP Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 04/25/2019 Signature of Reporting Person Date Pine Brook BXP II Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 04/25/2019 Signature of Reporting Person Date Pine Brook Road Advisors, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 04/25/2019 Signature of Reporting Person Date Howard Newman 04/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )PBRA, LLC may be deemed to share beneficial ownership of the securities held by Pine Brook Road Associates II, LP, the 616,025 shares of Class B common stock and Brigham Minerals Holdings, LLC common units (each a "Common Unit") of Pine Brook PD Intermediate, L.P., the 2,874,906 shares of Class B common stock and Common Units held by Pine Brook BXP Intermediate, L.P. and the 4,533,319 shares of Class B common stock and Common Units held by Pine Brook BXP II Intermediate, L.P. as each of their general partner. Pine Brook Road Associates II, L.P. may be deemed to share beneficial ownership of the securities held by Pine Brook Capital Partners II, L.P. as its general partner. Each of PBRA, LLC, Pine Brook Road Associat es II, L.P., Pine Brook PD Intermediate, L.P., Pine Brook BXP Intermediate, L.P., Pine Brook BXP II Intermediate, L.P. and Pine Brook Capital Partners II, L.P. is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. ( 2 )At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each Common Unit redeemed. The Common Units do not expire. ( 3 )Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units.

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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