Black Stone Minerals, L.P. — Director's Dealing 2018

Apr 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Black Stone Minerals, L.P. (BSM)
CIK: 0001621434
Period of Report: 2018-04-05

Reporting Person: Mathis William N. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-06	Common units representing limited partner interests	A	1283	$16.55	Acquired	71706	Direct
2018-04-05	Common units representing limited partner interests	C	242745	—	Acquired	485459	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-05	Subordinated units representing limited partner interests	$	C	317942	Acquired		Common units representing limited partner interests (317942)	Indirect
2018-04-05	Preferred units representing limited partner interests	$	C	8000	Disposed		Common and subordinated units representing LP interests ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common units representing limited partner interests	101755	Indirect
Common units representing limited partner interests	189117	Indirect
Common units representing limited partner interests	604328	Indirect
Common units representing limited partner interests	77459	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (31314)	31314	Direct
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (101454)	101454	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (771379)	771379	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (247701)	247701	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (133277)	133277	Indirect

Footnotes

F1: Pursuant to a previous arrangement, the Reporting Person elected to receive common units in lieu of a cash retainer for service on the Board of Directors of the Partnership's General Partner.

F2: A portion of the Series A Preferred Units automatically converted into Common Units and Subordinated Units under the terms of the Limited Partnership Agreement. Each Series A Preferred Unit converted into 30.3431 Common Units and 39.7427 Subordinated Units.

F3: 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).

F4: 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, 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 unless redeemed, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-202875).