Black Stone Minerals, L.P. — Director's Dealing 2015

Nov 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Black Stone Minerals, L.P. (BSM)
CIK: 0001621434
Period of Report: 2015-11-17

Reporting Person: Carter Thomas L Jr (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-11-17	Common units representing limited partner interests	P	954	$14.0973	Acquired	20500	Indirect
2015-11-18	Common units representing limited partner interests	P	3400	$14.1916	Acquired	23900	Indirect
2015-11-17	Common units representing limited partner interests	P	2000	$13.9892	Acquired	20500	Indirect
2015-11-18	Common units representing limited partner interests	P	3400	$14.1987	Acquired	23900	Indirect
2015-11-17	Common units representing limited partner interests	P	2565	$14.0564	Acquired	20500	Indirect
2015-11-18	Common units representing limited partner interests	P	3400	$14.1941	Acquired	23900	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common units representing limited partner interests	239111	Direct
Common units representing limited partner interests	8118065	Indirect
Common units representing limited partner interests	22757	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $14.04 to $14.13, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

F2: The trust also indirectly owns common and subordinated units through ownership of Camden Energy Limited Partnership and Preference Partners, L.P. Because Mr. Carter reports all units held by Camden Energy Limited Partnership and Preference Partners, the trust's indirect holdings through Camden and Preference Partners are not reported in Column 5.

F3: The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $14.125 to $14.28, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $13.95 to $14.02, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $13.99 to $14.15, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions at prices ranging from $14.05 to $14.32, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in this footnote.

F7: Of the common units reported on this line, 112,439 common units are subject to a restricted unit award issued pursuant to the Black Stone Minerals, L.P. Long-Term Incentive Plan (the "LTIP"). Except as otherwise provided in the LTIP or the award agreement governing the award, a portion of the common units will vest on each of January 1, 2016, March 15, 2016, January 1, 2017, March 15, 2017, and March 15, 2018 so long as the Reporting Person remains continuously employed by the Issuer, Black Stone Minerals GP, L.L.C. (the "General Partner"), or any of their respective affiliates through each such vesting date.