Sec Form 4 Filing - PBRA, LLC @ Brigham Minerals, Inc. - 2019-12-16

Insider filing report for Changes in Beneficial Ownership
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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 PINE BROOK ROAD PARTNERS, LLC, 60 EAST 42ND STREET, 50TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2019
(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 12/16/2019 C 661,735 D 2,213,171 I By Pine Brook BXP Intermediate, L.P ( 1 )
Class A common stock, par value $0.01 12/16/2019 C 661,735 A 661,735 I By Pine Brook BXP Intermediate, L.P ( 1 )
Class A common stock, par value $0.01 12/16/2019 S 661,735 D $ 17.376 0 I By Pine Brook BXP Intermediate, L.P ( 1 )
Class B common stock, par value $0.01 12/16/2019 C 1,043,696 D 3,490,635 I By Pine Brook BXP II Intermediate, L.P. ( 1 )
Class A common stock, par value $0.01 12/16/2019 C 1,043,696 A 1,043,696 I By Pine Brook BXP II Intermediate, L.P. ( 1 )
Class A common stock, par value $0.01 12/16/2019 S 1,043,696 D $ 17.376 0 I By Pine Brook BXP II Intermediate, L.P. ( 1 )
Class B common stock, par value $0.01 12/16/2019 C 141,794 D 474,231 I By Pine Brook PD Intermediate, L.P. ( 1 )
Class A common stock, par value $0.01 12/16/2019 C 141,794 A 141,794 I By Pine Brook PD Intermediate, L.P. ( 1 )
Class A common stock, par value $0.01 12/16/2019 S 141,794 D $ 17.376 0 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 ) 12/16/2019 C 661,735 ( 2 ) ( 2 ) Class A common stock, par value $0.01 661,735 $ 0 2,213,171 I By Pine Brook BXP Intermediate, L.P. ( 1 )
Brigham Minerals Holdings, LLC common unit ( 2 ) 12/16/2019 C 1,043,696 ( 2 ) ( 2 ) Class A common stock, par value $0.01 1,043,696 $ 0 3,490,635 I By Pine Brook BXP II Intermediate, L.P. ( 1 )
Brigham Minerals Holdings, LLC common unit ( 2 ) 12/16/2019 C 141,794 ( 2 ) ( 2 ) Class A common stock, par value $0.01 141,794 $ 0 474,231 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 PINE BROOK 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
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
Pine Brook BXP Intermediate, L.P.
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, 50TH FLOOR
NEW YORK, NY10165
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
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 12/18/2019
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 12/18/2019
Signature of Reporting Person Date
Pine Brook Road Associates II, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Signature of Reporting Person Date
Pine Brook PD Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Signature of Reporting Person Date
Pine Brook BXP Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Signature of Reporting Person Date
Pine Brook BXP II Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Signature of Reporting Person Date
Pine Brook Road Advisors, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, Co-President 12/18/2019
Signature of Reporting Person Date
/s/ Howard Newman 12/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )PBRA, LLC may be deemed to share beneficial ownership of the shares of Class A common stock, shares of Class B common stock and Brigham Minerals Holdings, LLC ("Brigham LLC") common units (each a "Common Unit") of Pine Brook PD Intermediate, L.P., Pine Brook BXP Intermediate, L.P. or Pine Brook BXP II Intermediate, L.P. as each of their general partner. Howard Newman is the managing member of PBRA, LLC and may also be deemed to share beneficial ownership of such securities. Each of PBRA, LLC, Pine Brook Capital Partners II, L.P., Pine Brook Road Associates 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 Road Advisors, L.P. is a director-by-deputization solely for purposes of Section 16 of the Securities and Exchange Act of 1934.
( 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 Brigham LLC'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 )On December 16, 2019, Pine Brook BXP Intermediate, L.P. requested that 661,735 shares of Class B common stock and 661,735 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 661,735 shares of Class A common stock.
( 4 )On December 16, 2019, Pine Brook BXP II Intermediate, L.P. requested that 1,043,696 shares of Class B common stock and 1,043,696 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,043,696 shares of Class A common stock.
( 5 )On December 16, 2019, Pine Brook PD Intermediate, L.P. requested that 141,794 shares of Class B common stock and 141,794 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 141,794 shares of Class A common stock.

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