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^*

Carter Thomas L Jr

(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
X	Officer (give title below)	Other (specify below)
President, CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2017

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	11/07/2017		G⁽¹⁾	V	150,885	D	$0.00	973,388⁽¹⁾	D
Common units representing limited partner interests	12/05/2017		G	V	70,400	D	$0.00	752,103	D
Common units representing limited partner interests	01/08/2018		F		88,658	D	$18.37⁽²⁾	663,445	D
Common units representing limited partner interests	11/07/2017		G⁽¹⁾	V	150,885	A	$0.00	0⁽¹⁾	I	By spouse
Common units representing limited partner interests								30,289	I	By Georgia Elizabeth Carter 1995 Trust
Common units representing limited partner interests								30,289	I	By Katherine Ross 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.
Common units representing limited partner interests								150,885⁽¹⁾	I	By GRAT
Common units representing limited partner interests								150,885⁽¹⁾	I	By spouse's GRAT

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	⁽³⁾	11/07/2017		G⁽¹⁾	V		16,270	⁽³⁾	⁽³⁾	Common units representing limited partner interests	16,270	$0.00	199,960⁽¹⁾	D
Subordinated units representing limited partner interests	⁽³⁾	11/07/2017		G⁽¹⁾	V	16,270		⁽³⁾	⁽³⁾	Common units representing limited partner interests	16,270	$0.00	0⁽¹⁾	I	By spouse
Subordinated units representing limited partner interests	⁽³⁾							⁽³⁾	⁽³⁾	Common units representing limited partner interests	7,452		7,452	I	By Katherine Ross Carter 1995 Trust
Subordinated units representing limited partner interests	⁽³⁾							⁽³⁾	⁽³⁾	Common units representing limited partner interests	7,452		7,452	I	By Georgia Elizabeth Carter 1995 Trust
Subordinated units representing limited partner interests	⁽³⁾							⁽³⁾	⁽³⁾	Common units representing limited partner interests	7,452		7,452	I	By Molly Leachman Carter 1995 Trust
Subordinated units representing limited partner interests	⁽³⁾							⁽³⁾	⁽³⁾	Common units representing limited partner interests	7,452		7,452	I	By Fowler Thomas Carter 1995 Trust
Subordinated units representing limited partner interests	⁽³⁾							⁽³⁾	⁽³⁾	Common units representing limited partner interests	6,510,669		6,510,669	I	By Carter2221, Ltd.
Subordinated units representing limited partner interests	⁽³⁾							⁽³⁾	⁽³⁾	Common units representing limited partner interests	16,270		16,270⁽¹⁾	I	By GRAT
Subordinated units representing limited partner interests	⁽³⁾							⁽³⁾	⁽³⁾	Common units representing limited partner interests	16,270		16,270⁽¹⁾	I	By spouse's GRAT

Explanation of Responses:

1. On November 7, 2017, the Reporting Person and his spouse partitioned a portion of their community property for estate-planning purposes. The partition resulted in the Reporting Person and his spouse each owning 150,885 common units and 16,270 subordinated units as individual property. The change in the form of ownership is reported as a gift. On November 9, 2017, the Reporting Person and his spouse contributed that individual property to grantor retained annuity trusts ("GRATs"), with respect to which the Reporting Person may be considered the de facto trustee. Because the contributions to the GRATs are not reportable transactions, the amount of securities beneficially owned with respect to the direct holdings reported by the Reporting Person and the indirect holdings reported for the Reporting Person's spouse have been reduced to reflect the contributions to the GRATs, which have been added as new indirect holdings.

2. For tax withholding purposes, the value of the common units was deemed to be equal to the closing price of BSM common units on January 5, 2018.

3. 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 Thomas L. Carter, Jr.	01/10/2018
	** 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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