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Sec Form 4 Filing - Warburg Pincus & Co US LLC @ Brigham Minerals Inc. - 2019-12-16

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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)
12/16/2019
(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 12/16/2019 S 1,153,187 D $ 17.376 3,856,823 I By Brigham Parent Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )
Class B common stock, par value $0.01 12/16/2019 C 5,384 D 18,008 I By WP Energy Partners Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class A common stock, par value $0.01 12/16/2019 C 5,384 A 5,384 I By WP Energy Partners Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class A common stock, par value $0.01 12/16/2019 S 5,384 D $ 17.376 0 I By WP Energy Partners Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class B common stock, par value $0.01 12/16/2019 C 41,119 D 137,522 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 12 )
Class A common stock, par value $0.01 12/16/2019 C 41,119 A 41,119 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 12 )
Class A common stock, par value $0.01 12/16/2019 S 41,119 D $ 17.376 0 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 12 )
Class B common stock, par value $0.01 12/16/2019 C 64,739 D 216,521 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 ) ( 12 )
Class A common stock, par value $0.01 12/16/2019 C 64,739 A 64,739 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 ) ( 12 )
Class A common stock, par value $0.01 12/16/2019 S 64,739 D $ 17.376 0 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 ) ( 12 )
Class B common stock, par value $0.01 12/16/2019 C 65,760 D 219,934 I By WP Energy Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class A common stock, par value $0.01 12/16/2019 C 65,760 A 65,760 I By WP Energy Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class A common stock, par value $0.01 12/16/2019 S 65,760 D $ 17.376 0 I By WP Energy Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class B common stock, par value $0.01 12/16/2019 C 104,329 D 348,928 I By WP Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 )
Class A common stock, par value $0.01 12/16/2019 C 104,329 A 104,329 I By WP Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 )
Class A common stock, par value $0.01 12/16/2019 S 104,329 D $ 17.376 0 I By WP Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 )
Class B common stock, par value $0.01 12/16/2019 C 680,815 D 2,276,984 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class A common stock, par value $0.01 12/16/2019 C 680,815 A 680,815 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class A common stock, par value $0.01 12/16/2019 S 680,815 D $ 17.376 0 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Class B common stock, par value $0.01 12/16/2019 C 840,217 D 2,810,102 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 ) ( 12 )
Class A common stock, par value $0.01 12/16/2019 C 840,217 A 840,217 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 ) ( 12 )
Class A common stock, par value $0.01 12/16/2019 S 840,217 D $ 17.376 0 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 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 ) 12/16/2019 C 5,384 ( 13 ) ( 13 ) Class A common stock, par value $0.01 5,384 $ 0 18,008 I By WP Energy Partners Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 12/16/2019 C 41,119 ( 13 ) ( 13 ) Class A common stock, par value $0.01 41,119 $ 0 137,522 I By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 12 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 12/16/2019 C 64,739 ( 13 ) ( 13 ) Class A common stock, par value $0.01 64,739 $ 0 216,521 I By Warburg Pincus XI (E&P) Partners-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 ) ( 12 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 12/16/2019 C 65,760 ( 13 ) ( 13 ) Class A common stock, par value $0.01 65,760 $ 0 219,934 I By WP Energy Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 12/16/2019 C 104,329 ( 13 ) ( 13 ) Class A common stock, par value $0.01 104,329 $ 0 348,928 I By WP Brigham Holdings, L.P. ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 11 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 12/16/2019 C 680,815 ( 13 ) ( 13 ) Class A common stock, par value $0.01 680,815 $ 0 2,276,984 I By Warburg Pincus Energy (E&P)-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 )
Brigham Minerals Holdings, LLC common unit ( 13 ) 12/16/2019 C 840,217 ( 13 ) ( 13 ) Class A common stock, par value $0.01 840,217 $ 0 2,810,102 I By Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 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 Private Equity (E&P) XI-A (Brigham), LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus Private Equity (E&P) XI-A, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus XI (E&P) Partners-A (Brigham), LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus XI (E&P) Partners - A, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
WP Brigham Holdings, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
WARBURG PINCUS (E&P) XI, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
WARBURG PINCUS PARTNERS (E&P) XI LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus (E&P) Energy LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Warburg Pincus (E&P) Energy GP, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY10017
X
Signatures
/s/ Robert B. Knauss 12/18/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed on behalf of Warburg Pincus & Company 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" and, 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 and WPE Brigham Holdings, the "WP Class B Owners").
( 3 )As of December 16, 2019, after consummation of all transactions reported herein, Brigham Parent Holdings directly held 3,856,823 shares of Class A common stock. As of December 16, 2019, the WP Class B Owners collectively directly held 6,027,999 shares of Class B common stock and 6,027,999 Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units") of which 18,008 of each are directly held by WPE Partners Brigham Holdings, 137,522 of each are directly held by WPE E&P Partners-A Brigham, 216,521 of each are directly held by WP XI E&P Partners-A Brigham, 219,934 of each are directly held by WPE Brigham Holdings, 348,928 of each are directly held by WP Brigham Holdings, 2,276,984 of each are directly held by WPE E&P-A Brigham and 2,810,102 of each are directly held 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 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 Entities.
( 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, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held 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 shares of Class A common stock, Class B common stock and Common Units directly held 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 shares of Class A common stock, 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 shares of Class A common stock, 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 shares of Class A common stock, 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 shares of Class A common stock, 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 shares of Class A common stock, 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 shares of Class A common stock, 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 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.
( 14 )On December 16, 2019, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 shares of Class A common stock.
( 15 )On December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 shares of Class A common stock.
( 16 )On December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 shares of Class A common stock.
( 17 )On December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 shares of Class A common stock.
( 18 )On December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 shares of Class A common stock.
( 19 )On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.
( 20 )On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.

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.Form 1 of 3

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