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	OMB APPROVAL OMB Number: 3235-0287 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* Carter Thomas L Jr (Last) (First) (Middle) 1001 FANNIN STREET, SUITE 2020 (Street) HOUSTON TX 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 X Officer (give title below) Other (specify below) President, CEO and Chairman
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2016
	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)
			Code	V	Amount	(A) or (D)	Price
Common units representing limited partner interests	03/15/2016		F		8,601	D	$14.31(1)	452,383	D
Common units representing limited partner interests								30,289	I	By Katherine Ross Carter 1995 Trust
Common units representing limited partner interests								30,289	I	By Georgia Elizabeth Carter 1995 Trust
Common units representing limited partner interests								30,290	I	By Molly Leachman Carter 1995 Trust
Common units representing limited partner interests								5,689	I	By Fowler Thomas Carter 1995 Trust
Common units representing limited partner interests								4,970,834	I	By Carter2221, Ltd.

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
Subordinated units representing limited partner interests	(2)	03/15/2016		F			11,265	(2)	(2)	Common units representing limited partner interests	11,265	(3)	250,700	D
Subordinated units representing limited partner interests	(2)							(2)	(2)	Common units representing limited partner interests	7,452		7,452	I	By Katherine Ross Carter 1995 Trust
Subordinated units representing limited partner interests	(2)							(2)	(2)	Common units representing limited partner interests	7,452		7,452	I	By Georgia Elizabeth Carter 1995 Trust
Subordinated units representing limited partner interests	(2)							(2)	(2)	Common units representing limited partner interests	7,452		7,452	I	By Molly Leachman Carter 1995 Trust
Subordinated units representing limited partner interests	(2)							(2)	(2)	Common units representing limited partner interests	7,452		7,452	I	By Fowler Thomas Carter 1995 Trust
Subordinated units representing limited partner interests	(2)							(2)	(2)	Common units representing limited partner interests	6,510,669		6,510,669	I	By Carter2221, Ltd.

Explanation of Responses:

1. For tax withholding purposes, the value of the common units was deemed to be equal to the closing price of BSM common units on March 15, 2016.

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).

3. For tax withholding purposes, the value of the subordinated units was fixed at a discount to the closing price of BSM common units on March 15, 2016.

Remarks:

	/s/ Steve Putman, Attorney-in-Fact for Thomas L. Carter, Jr.	03/17/2016
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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