Black Stone Minerals, L.P. — Director's Dealing 2016

Mar 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Black Stone Minerals, L.P. (BSM)
CIK: 0001621434
Period of Report: 2016-03-21

Reporting Person: Skov Allan (SVP, Corp. Services and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-21	Common units representing limited partner interests	A	44486	$0.00	Acquired	243734	Direct
2016-03-21	Common units representing limited partner interests	F	33257	$14.01	Disposed	210477	Direct
2016-03-21	Common units representing limited partner interests	D	121323	$0.00	Disposed	89154	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-21	Subordinated units representing limited partner interests	$	F	3347	Disposed		Common units representing limited partner interests (3347)	Direct
2016-03-21	Subordinated units representing limited partner interests	$	D	21620	Disposed		Common units representing limited partner interests (21620)	Direct

Footnotes

F1: Represents the settlement of performance units issued pursuant to the Black Stone Minerals, L.P. Long-Term Incentive Plan ("LTIP") for common units.

F2: For tax withholding purposes, the value of the common units was deemed to be equal to the closing price of BSM common units on March 15, 2016.

F3: Represents forfeitures of restricted common units issued pursuant to LTIP.

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: For tax withholding purposes, the value of the subordinated units was fixed at a discount to the closing price of BSM common units on March 15, 2016.

F6: Represents forfeitures of restricted subordinated units issued pursuant to LTIP.