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

Jan 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Black Stone Minerals, L.P. (BSM)
CIK: 0001621434
Period of Report: 2016-01-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-04	Common units representing limited partner interests	F	9238	$14.43	Disposed	229873	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Subordinated units representing limited partner interests	$	F	12579	Disposed		Common units representing limited partner interests (12579)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common units representing limited partner interests	30289	Indirect
Common units representing limited partner interests	30289	Indirect
Common units representing limited partner interests	30290	Indirect
Common units representing limited partner interests	5689	Indirect
Common units representing limited partner interests	4970834	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (7452)	7452	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (7452)	7452	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (7452)	7452	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (7452)	7452	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (6510669)	6510669	Indirect

Footnotes

F1: For tax withholding purposes, the value of the common units was deemed to be equal to the closing price of BSM common units on December 31, 2015.

F2: Of the common units reported on this line, 78,665 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 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.

F3: Preference Partners LP, a family partnership controlled by Mr. Carter, was liquidated on December 31, 2015, and the common and subordinated units previously held by Preference were distributed to trusts for the benefit of Mr. Carter's children.

F4: Camden Energy Limited Partnership, a family partnership controlled by Mr. Carter, was liquidated on December 31, 2015. Mr. Carter and certain of his family members and their associated trusts contributed their common and subordinated units to Carter2221, Ltd., a newly formed family partnership controlled by Mr. Carter.

F5: 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).

F6: For tax withholding purposes, the Board of Directors set the value of the subordinated units at a discount to the 30-day volume-weighted average price of BSM common units at market close on December 31, 2015.

F7: Of the subordinated units reported on this line, 103,032 subordinated units are 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 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.