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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/28/2017 | C(1) | 152 | A | (1) | 2,770 | I | By wife | ||
Common units representing limited partner interests | 04/28/2017 | C(1) | 61 | A | (1) | 4,733 | I | By son | ||
Common units representing limited partner interests | 04/28/2017 | C(1) | 61 | A | (1) | 4,718 | I | By daughter | ||
Common units representing limited partner interests | 04/28/2017 | C(1) | 243 | A | (1) | 15,078 | I | By Donald Mark DeWalch Trust | ||
Common units representing limited partner interests | 83,029 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 04/28/2017 | C(1) | 199 | (2) | (2) | Common units representing limited partner interests | 199 | (1) | 3,628 | I | By wife | |||
Subordinated units representing limited partner interests | (2) | 04/28/2017 | C(1) | 79 | (2) | (2) | Common units representing limited partner interests | 79 | (1) | 4,214 | I | By son | |||
Subordinated units representing limited partner interests | (2) | 04/28/2017 | C(1) | 79 | (2) | (2) | Common units representing limited partner interests | 79 | (1) | 4,214 | I | By daughter | |||
Subordinated units representing limited partner interests | (2) | 04/28/2017 | C(1) | 318 | (2) | (2) | Common units representing limited partner interests | 318 | (1) | 19,750 | I | By Donald Mark DeWalch Trust | |||
Preferred units representing limited partner interests | (1) | 04/28/2017 | C(1) | 5 | (3) | (3) | Common and subordinated units representing LP interests | (1) | (1) | 5 | I | By wife | |||
Preferred units representing limited partner interests | (1) | 04/28/2017 | C(1) | 2 | (3) | (3) | Common and subordinated units representing LP interests | (1) | (1) | 3 | I | By son | |||
Preferred units representing limited partner interests | (1) | 04/28/2017 | C(1) | 2 | (3) | (3) | Common and subordinated units representing LP interests | (1) | (1) | 3 | I | By daughter | |||
Preferred units representing limited partner interests | (1) | 04/28/2017 | C(1) | 8 | (3) | (3) | Common and subordinated units representing LP interests | (1) | (1) | 9 | I | By Donald Mark DeWalch Trust | |||
Subordinated units representing limited partner interests | (2) | (2) | (2) | Common units representing limited partner interests | 70,865 | 70,865 | D |
Explanation of Responses: |
1. A portion of the preferred units automatically converted into common units and subordinated units under the terms of the Partnership's Limited Partnership Agreement. Each preferred unit converted into 30.3431 common units and 39.7427 subordinated units. |
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. Each preferred unit may be converted at any time at the option of the holder thereof into common units at the then-effective conversion rate. In addition, each year from 2016 to 2018 a number of preferred units will automatically convert into common units and subordinated units at the then-effective conversion rate unless redeemed, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-202875). |
Remarks: |
/s/ Steve Putman, Attorney-in-Fact for D. Mark DeWalch | 05/01/2017 | |
** 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. |