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: Carroll Marc (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-06	Common units representing limited partner interests	A	165777	$0.00	Acquired	165777	Direct
2015-05-06	Common units representing limited partner interests	J	51136	—	Acquired	216913	Direct
2015-05-06	Common units representing limited partner interests	J	110338	—	Acquired	327251	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-06	Subordinated units representing limited partner interests	$	J	66978	Acquired		Common units representing limited partner interests (66978)	Direct
2015-05-06	Subordinated units representing limited partner interests	$	J	144518	Acquired		Common units representing limited partner interests (144518)	Direct
2015-05-06	Preferred units representing limited partner interests	$	J	113	Acquired		Common and subordinated units representing LP interests ()	Direct

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, the common units will vest in four equal installments on each of April 1, 2016, April 1, 2017, April 1, 2018 and April 1, 2019 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: Common 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 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, the General Partner, or any of their respective affiliates through each such vesting date.

F3: 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.

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 (File No. 333-202875).

F5: 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.

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).