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

May 9, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Black Stone Minerals, L.P. (BSM)
CIK: 0001621434
Period of Report: 2015-05-06

Reporting Person: Sinclair Robert E. W. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-06	Common units representing limited partner interests	A	5263	$0.00	Acquired	5263	Direct
2015-05-06	Common units representing limited partner interests	J	23907	—	Acquired	29170	Direct
2015-05-06	Common units representing limited partner interests	J	1127929	—	Acquired	1157099	Indirect
2015-05-06	Common units representing limited partner interests	J	111054	—	Acquired	1268153	Indirect
2015-05-06	Common units representing limited partner interests	J	160728	—	Acquired	1428881	Indirect
2015-05-06	Common units representing limited partner interests	J	106739	—	Acquired	1535620	Indirect
2015-05-06	Common units representing limited partner interests	J	97742	—	Acquired	1633362	Indirect
2015-05-06	Common units representing limited partner interests	P	23000	$19.00	Acquired	1656362	Indirect
2015-05-06	Common units representing limited partner interests	P	8500	$19.00	Acquired	1664862	Indirect
2015-05-06	Common units representing limited partner interests	P	42000	$19.00	Acquired	1706862	Indirect
2015-05-06	Common units representing limited partner interests	P	177000	$19.00	Acquired	1883862	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-06	Subordinated units representing limited partner interests	$	J	31314	Acquired		Common units representing limited partner interests (31314)	Direct
2015-05-06	Subordinated units representing limited partner interests	$	J	1477334	Acquired		Common units representing limited partner interests (1477334)	Indirect
2015-05-06	Subordinated units representing limited partner interests	$	J	145456	Acquired		Common units representing limited partner interests (145456)	Indirect
2015-05-06	Subordinated units representing limited partner interests	$	J	210519	Acquired		Common units representing limited partner interests (210519)	Indirect
2015-05-06	Subordinated units representing limited partner interests	$	J	139805	Acquired		Common units representing limited partner interests (139805)	Indirect
2015-05-06	Subordinated units representing limited partner interests	$	J	128021	Acquired		Common units representing limited partner interests (128021)	Indirect
2015-05-06	Preferred units representing limited partner interests	$	J	1860	Acquired		Common and subordinated units representing LP interests ()	Indirect
2015-05-06	Preferred units representing limited partner interests	$	J	563	Acquired		Common and subordinated units representing LP interests ()	Indirect

Footnotes

F1: Acquired pursuant to the Merger and Contribution Agreement, dated May 6, 2015, by and among Black Stone Minerals Merger Sub LLC, Black Stone Minerals Company, L.P., and Black Stone Minerals, L.P.

F2: 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).

F3: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F4: The reporting person purchased the securities through the Directed Unit Program conducted in connection with the initial public offering of Black Stone Minerals, L.P.

F5: 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, on January 1 of 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, as described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-202875).