Sec Form 4 Filing - Levy James R. @ 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 Levy James R. 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 5914 W. COURTYARD DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/23/2019 (Street) AUSTIN, TX78730 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 Class A Common Stock 04/23/2019 A( 1 ) 8,274 A $ 0 8,274 D Class A Common Stock 04/23/2019 A 5,010,009 A 5,010,009 I See footnotes ( 3 ) ( 4 ) Class B Common Stock 04/23/2019 A 7,830,364 A 7,830,364 I See footnotes ( 3 ) ( 4 )

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 Units ( 5 ) 04/23/2019 J( 2 ) 7,830,364 ( 5 ) ( 5 ) Class A Common Stock, par value $0.01 7,830,364 ( 2 ) 7,830,364 ( 3 ) ( 4 ) I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levy James R. 5914 W. COURTYARD DRIVE, SUITE 100 AUSTIN, TX78730 X Signatures /s/ James R. Levy, by Blake C. Williams as Attorney-in-Fact 04/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Award of restricted stock units pursuant to the Brigham Minerals, Inc. 2019 Long Term Incentive Plan. The award vests in full on the first anniversary of the grant date, subject to continued employment through the vesting date. ( 2 )Pursuant to the Reorganization Transactions (as defined in the Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement") of Brigham Minerals, Inc. (the "Issuer")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to certain of the Warburg Entities (as defined below) in exchange for incentive units in Brigham Equity Holdings, LLC and (b) certain of the Warburg Entities' equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued Units in Brigham Minerals Holdings, LLC (the "Units") 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 Units. ( 3 )The Reporting Person is a Partner of Warburg Pincus & Co., a New York general partnership ("WP") and a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Certain affiliates of WP and WP LLC (such affiliates, the "Warburg Pincus Entities") collectively own 12,840,373 shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of the Issuer as of the date hereof. ( 4 )All shares of Common Stock of the Issuer indicated as indirectly beneficially owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which the Reporting Person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended) in an indeterminate portion of the shares of Common Stock of the Issuer owned by the Warburg Pincus Entities. The Reporting Person disclaims beneficial ownership of all shares of Common Stock of the Issuer attributable to the Warburg Pincus Entities except to the extent of his direct pecuniary interest therein. ( 5 )At the request of the respective Warburg Entity owning such Unit, each 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 Unit redeemed. The Units do not expire.

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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