Sec Form 4 Filing - Warburg Pincus & Co US, LLC @ Brigham Minerals, Inc. - 2019-04-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Warburg Pincus & Co US, 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 WARBURG PINCUS LLC, 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/23/2019
(Street)
NEW YORK, NY10017
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 A common stock, par value $0.01 04/23/2019 A 5,010,009 A 5,010,009 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Brigham Parent Holdings, L.P. ( 3 ) ( 8 )
Class B common stock, par value $0.01 04/23/2019 A 23,392 A 23,392 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By WP Energy Partners Brigham Holdings, L.P ( 3 ) ( 8 ) ( 10 )
Class B common stock, par value $0.01 04/23/2019 A 178,641 A 178,641 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC ( 3 ) ( 8 ) ( 10 ) ( 12 )
Class B common stock, par value $0.01 04/23/2019 A 281,260 A 281,260 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus XI (E&P) Partners-A (Brigham) LLC ( 3 ) ( 8 ) ( 11 ) ( 12 )
Class B common stock, par value $0.01 04/23/2019 A 285,694 A 285,694 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By WP Energy Brigham Holdings, L.P. ( 3 ) ( 8 ) ( 10 )
Class B common stock, par value $0.01 04/23/2019 A 453,258 A 453,258 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By WP Brigham Holdings, L.P. ( 3 ) ( 8 ) ( 11 )
Class B common stock, par value $0.01 04/23/2019 A 2,957,800 A 2,957,800 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus Energy (E&P)-A (Brigham), LLC ( 3 ) ( 8 ) ( 10 )
Class B common stock, par value $0.01 04/23/2019 A 3,650,319 A 3,650,319 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus Private Equity (E&P) XI-A (Brigham) LLC ( 3 ) ( 8 ) ( 11 ) ( 12 )
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 ( 13 ) 04/23/2019 J( 14 ) 23,392 ( 13 ) ( 13 ) Class A common stock, par value $0.01 23,392 ( 14 ) 23,392 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By WP Energy Partners Brigham Holdings, L.P. ( 3 ) ( 8 ) ( 10 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 04/23/2019 J( 14 ) 178,641 ( 13 ) ( 13 ) Class A common stock, par value $0.01 178,641 ( 14 ) 178,641 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC ( 3 ) ( 8 ) ( 10 ) ( 12 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 04/23/2019 J( 14 ) 281,260 ( 13 ) ( 13 ) Class A common stock, par value $0.01 281,260 ( 14 ) 281,260 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus XI (E&P) Partners-A (Brigham) LLC ( 3 ) ( 8 ) ( 11 ) ( 12 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 04/23/2019 J( 14 ) 285,694 ( 13 ) ( 13 ) Class A common stock, par value $0.01 285,694 ( 14 ) 285,694 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By WP Energy Brigham Holdings, L.P. ( 3 ) ( 8 ) ( 10 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 04/23/2019 J( 14 ) 453,258 ( 13 ) ( 13 ) Class A common stock, par value $0.01 453,258 ( 14 ) 453,258 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By WP Brigham Holdings, L.P. ( 3 ) ( 8 ) ( 11 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 04/23/2019 J( 14 ) 2,957,800 ( 13 ) ( 13 ) Class A common stock, par value $0.01 2,957,800 ( 14 ) 2,957,800 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus Energy (E&P)-A (Brigham), LLC ( 3 ) ( 8 ) ( 10 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 04/23/2019 J( 14 ) 3,650,319 ( 13 ) ( 13 ) Class A common stock, par value $0.01 3,650,319 ( 14 ) 3,650,319 ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 9 ) I By Warburg Pincus Private Equity (E&P) XI-A (Brigham) LLC ( 3 ) ( 8 ) ( 11 ) ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warburg Pincus & Co US, LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X X
WARBURG PINCUS LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
KAYE CHARLES R
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Landy Joseph P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Signatures
/s/ Robert B. Knauss 04/25/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"),
( 2 )(continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners").
( 3 )As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham.
( 4 )Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham.
( 5 )(continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US.
( 6 )(continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A.
( 7 )Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus E ntities.
( 8 )By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners.
( 9 )The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
( 10 )WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham.
( 11 )WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings.
( 12 )WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham.
( 13 )At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") 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.
( 14 )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"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) 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.

Remarks:
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.Exhibit 99.1 - Joint Filers' SignaturesThis report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with Warburg Pincus & Company US, LLC and their applicable members.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.