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: Carter Thomas L Jr (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-06	Common units representing limited partner interests	J	112439	—	Acquired	112439	Direct
2015-05-06	Common units representing limited partner interests	J	97172	—	Acquired	209611	Direct
2015-05-06	Common units representing limited partner interests	J	8118065	—	Acquired	8327676	Indirect
2015-05-06	Common units representing limited partner interests	J	22757	—	Acquired	8350433	Indirect
2015-05-06	Common units representing limited partner interests	P	12500	$19.00	Acquired	8362933	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-06	Subordinated units representing limited partner interests	$	J	147270	Acquired		Common units representing limited partner interests (147270)	Direct
2015-05-06	Subordinated units representing limited partner interests	$	J	127274	Acquired		Common units representing limited partner interests (127274)	Direct
2015-05-06	Subordinated units representing limited partner interests	$	J	10632841	Acquired		Common units representing limited partner interests (10632841)	Indirect
2015-05-06	Subordinated units representing limited partner interests	$	J	29808	Acquired		Common units representing limited partner interests (29808)	Indirect
2015-05-06	Preferred units representing limited partner interests	$	J	2250	Acquired		Common and subordinated units representing LP interests ()	Indirect

Footnotes

F1: Common units 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.

F2: 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.

F3: Subordinated units subject to a restricted unit award issued pursuant to the LTIP. Except as otherwise provided in the LTIP or the award agreement governing the award, a portion of the subordinated 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, the General Partner, or any of their respective affiliates through each such vesting date.

F4: 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, as amended (File No. 333-202875).

F5: 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.

F6: 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).