4//SEC Filing
Holland John A. 4
Accession 0000899243-19-011172
CIK 0001745797other
Filed
Apr 24, 8:00 PM ET
Accepted
Apr 25, 9:51 PM ET
Size
13.5 KB
Accession
0000899243-19-011172
Insider Transaction Report
Form 4
Holland John A.
Director10% Owner
Transactions
- Award
Class A Common Stock
2019-04-23+8,274→ 8,274 total - Award
Class A Common Stock
2019-04-23+5,010,009→ 5,010,009 total(indirect: See footnotes) - Award
Class B Common Stock
2019-04-23+7,830,364→ 7,830,364 total(indirect: See footnotes) - Other
Brigham Minerals Holdings, LLC Units
2019-04-23+7,830,364→ 7,830,364 total(indirect: See footnotes)→ Class A Common Stock, par value $0.01 (7,830,364 underlying)
Footnotes (5)
- [F1]Award of restricted stock units pursuant to the Brigham Minerals, Inc. 2019 Long Term Incentive Plan. The award vests in full on the first anniversary of the grant date, subject to continued employment through the vesting date.
- [F2]Pursuant to the Reorganization Transactions (as defined in the Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement") of Brigham Minerals, Inc. (the "Issuer")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to certain of the Warburg Entities (as defined below) in exchange for incentive units in Brigham Equity Holdings, LLC and (b) certain of the Warburg Entities' equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued Units in Brigham Minerals Holdings, LLC (the "Units") together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Units.
- [F3]The Reporting Person is a Partner of Warburg Pincus & Co., a New York general partnership ("WP") and a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). Certain affiliates of WP and WP LLC (such affiliates, the "Warburg Pincus Entities") collectively own 12,840,373 shares of Class A Common Stock, par value $0.01 per share (the "Common Stock"), of the Issuer as of the date hereof.
- [F4]All shares of Common Stock of the Issuer indicated as indirectly beneficially owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which the Reporting Person may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended) in an indeterminate portion of the shares of Common Stock of the Issuer owned by the Warburg Pincus Entities. The Reporting Person disclaims beneficial ownership of all shares of Common Stock of the Issuer attributable to the Warburg Pincus Entities except to the extent of his direct pecuniary interest therein.
- [F5]At the request of the respective Warburg Entity owning such Unit, each Unit may be coupled with a share of Class B common stock and redeemed for, at the Issuer'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 market price of one share of Class A common stock for each Unit redeemed. The Units do not expire.
Documents
Issuer
Brigham Minerals, Inc.
CIK 0001745797
Entity typeother
Related Parties
1- filerCIK 0001773104
Filing Metadata
- Form type
- 4
- Filed
- Apr 24, 8:00 PM ET
- Accepted
- Apr 25, 9:51 PM ET
- Size
- 13.5 KB