SEC Filing - Black Stone Minerals L.P.

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SEC FORM 4 SEC Form 4

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

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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^*

Sinclair Robert E. W.

(Last)

(First)

(Middle)

1001 FANNIN STREET, SUITE 2020

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Black Stone Minerals, L.P. [ BSM ]

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)
01/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common units representing limited partner interests	01/12/2016		A		12,368	A	$0	331,434⁽¹⁾	D
Common units representing limited partner interests								158,174⁽¹⁾	I	By San Miguel River Partners
Common units representing limited partner interests								27,812⁽¹⁾	I	By Castleton Energy Corporation
Common units representing limited partner interests								405,035⁽¹⁾	I	By Sinclair Three, Ltd.
Common units representing limited partner interests								16,128⁽¹⁾	I	By wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subordinated units representing limited partner interests	⁽²⁾							⁽²⁾	⁽²⁾	Common units representing limited partner interests	401,189		401,189⁽¹⁾	D
Subordinated units representing limited partner interests	⁽²⁾							⁽²⁾	⁽²⁾	Common units representing limited partner interests	197,927		197,927⁽¹⁾	I	By San Miguel River Partners
Subordinated units representing limited partner interests	⁽²⁾							⁽²⁾	⁽²⁾	Common units representing limited partner interests	23,084		23,084⁽¹⁾	I	By Castleton Energy Corporation
Subordinated units representing limited partner interests	⁽²⁾							⁽²⁾	⁽²⁾	Common units representing limited partner interests	530,504		530,504⁽¹⁾	I	By Sinclair Three, Ltd.
Subordinated units representing limited partner interests	⁽²⁾							⁽²⁾	⁽²⁾	Common units representing limited partner interests	17,850		17,850⁽¹⁾	I	By wife

Explanation of Responses:

1. Caddis Minerals, Ltd., Castleton Energy Fund I, Ltd., Leone, Ltd., and Shiprock Minerals, Ltd. were liquidated, and the common units, subordinated units, and preferred units previously held by these entities were distributed to their respective limited partners. Except as reported herein, Mr. Sinclair is no longer deemed to have direct or indirect ownership of any of the common units, subordinated units, or preferred units that were distributed in the transactions.

2. Each subordinated unit will convert into one common unit representing a limited partner interest in the Issuer at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-202875).

Remarks:

	/s/Steve Putman, Attorney-in-Fact for Robert E.W.Sinclair	01/14/2016
	** 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).
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