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Form 4 Brigham Minerals, Inc. For: Jun 23 Filed by: NEWMAN HOWARD H

June 27, 2022 9:03 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
PBRA, LLC

(Last) (First) (Middle)
C/O PINE BROOK ROAD PARTNERS, LLC
60 EAST 42ND STREET, SUITE 3014

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/23/2022   S   14,062 D $ 25.2133 (3) 0 (2) I By Pine Brook BXP Intermediate, L.P. (1)
Class A Common Stock, par value $0.01 06/23/2022   S   23,638 D $ 25.2133 (3) 0 (2) I By Pine Brook BXP II Intermediate, L.P. (1)
Class A Common Stock, par value $0.01 06/23/2022   S   3,803 D $ 25.2133 (3) 0 (2) I By Pine Brook PD Intermediate, L.P. (1)
Class B Common Stock, par value $0.01 (4) 06/23/2022   C   154,494 D (7) 730,165 (6) I By Pine Brook BXP Intermediate, L.P. (1)
Class A Common Stock, par value $0.01 06/23/2022   C   154,494 A (7) 0 (5) (6) I By Pine Brook BXP Intermediate, L.P. (1)
Class B Common Stock, par value $0.01 (4) 06/23/2022   C   259,691 D (8) 1,227,346 (6) I By Pine Brook BXP II Intermediate, L.P. (1)
Class A Common Stock, par value $0.01 06/23/2022   C   259,691 A (8) 0 (5) (6) I By Pine Brook BXP II Intermediate, L.P. (1)
Class B Common Stock, par value $0.01 (4) 06/23/2022   C   41,779 D (9) 197,458 (6) I By Pine Brook PD Intermediate, L.P. (1)
Class A Common Stock, par value $0.01 06/23/2022   C   41,779 A (9) 0 (5) (6) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (4) 06/23/2022   C     154,494   (4) (5)   (4) (5) Class A Common Stock, par value $0.01 154,494 $ 0 730,165 (6) I By Pine Brook BXP Intermediate, L.P. (1)
Brigham Minerals Holdings, LLC Units (4) 06/23/2022   C     259,691   (4) (5)   (4) (5) Class A Common Stock, par value $0.01 259,691 $ 0 1,227,346 (6) I By Pine Brook BXP II Intermediate, L.P. (1)
Brigham Minerals Holdings, LLC Units (4) 06/23/2022   C     41,779   (4) (5)   (4) (5) Class A Common Stock, par value $0.01 41,779 $ 0 197,458 (6) I By Pine Brook PD Intermediate, L.P. (1)
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. The broker of the holder of these securities sold such shares subject to a future redemption of the underlying Common Units of Brigham LLC and cancellation of an equal amount of shares of Class B common stock of Brigham Minerals, Inc. (the "Issuer"). The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for Section 16 or any other purpose.
3. The price reported in Column 4 is a volume weighted average market price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.32, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. 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 closing price of one share of Class A common stock for each Common Unit redeemed (each, a "Redemption"). The Common Units do not expire.
5. As previously reported on the Forms 4 filed on June 14, 2022 and June 16, 2022, the broker of each holder of these securities sold a number of shares of Class A common stock subject to a future Redemption of the underlying Common Units of Brigham LLC and cancellation of an equal amount of shares of Class B common stock of Brigham Minerals, Inc. (collectively, the "Future Redemptions"). On June 23, 2022, Brigham LLC approved the Future Redemptions requested by each holder of these securities, including the settlement in shares of Class A common stock.
6. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for Section 16 or any other purpose.
7. Pine Brook BXP Intermediate, L.P. requested that 154,494 shares of Class B common stock and 154,494 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 154,494 shares of Class A common stock.
8. Pine Brook BXP II Intermediate, L.P. requested that 259,691 shares of Class B common stock and 259,691 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 259,691 shares of Class A common stock.
9. Pine Brook PD Intermediate, L.P. requested that 41,779 shares of Class B common stock and 41,779 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,779 shares of Class A common stock.
PBRA, LLC, By: /s/ Richard Aube, President 06/27/2022
** 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, President 06/27/2022
** Signature of Reporting Person Date
Pine Brook PD Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, President 06/27/2022
** Signature of Reporting Person Date
Pine Brook Road Associates II, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, President 06/27/2022
** Signature of Reporting Person Date
Pine Brook BXP Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, President 06/27/2022
** Signature of Reporting Person Date
Pine Brook BXP II Intermediate, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, President 06/27/2022
** Signature of Reporting Person Date
Pine Brook Road Advisors, L.P., By: PBRA, LLC, its General Partner, By: /s/ Richard Aube, President 06/27/2022
** Signature of Reporting Person Date
/s/ Howard Newman 06/27/2022
** Signature of Reporting Person Date
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.


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