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

Jan 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Black Stone Minerals, L.P. (BSM)
CIK: 0001621434
Period of Report: 2017-11-07

Reporting Person: Carter Thomas L Jr (Director, President, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-07	Common units representing limited partner interests	G	150885	$0.00	Disposed	973388	Direct
2017-12-05	Common units representing limited partner interests	G	70400	$0.00	Disposed	752103	Direct
2018-01-08	Common units representing limited partner interests	F	88658	$18.37	Disposed	663445	Direct
2017-11-07	Common units representing limited partner interests	G	150885	$0.00	Acquired	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-07	Subordinated units representing limited partner interests	$	G	16270	Disposed		Common units representing limited partner interests (16270)	Direct
2017-11-07	Subordinated units representing limited partner interests	$	G	16270	Acquired		Common units representing limited partner interests (16270)	Indirect

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
Common units representing limited partner interests	150885	Indirect
Common units representing limited partner interests	150885	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
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (16270)	16270	Indirect
Subordinated units representing limited partner interests	$		Common units representing limited partner interests (16270)	16270	Indirect

Footnotes

F1: On November 7, 2017, the Reporting Person and his spouse partitioned a portion of their community property for estate-planning purposes. The partition resulted in the Reporting Person and his spouse each owning 150,885 common units and 16,270 subordinated units as individual property. The change in the form of ownership is reported as a gift. On November 9, 2017, the Reporting Person and his spouse contributed that individual property to grantor retained annuity trusts ("GRATs"), with respect to which the Reporting Person may be considered the de facto trustee. Because the contributions to the GRATs are not reportable transactions, the amount of securities beneficially owned with respect to the direct holdings reported by the Reporting Person and the indirect holdings reported for the Reporting Person's spouse have been reduced to reflect the contributions to the GRATs, which have been added as new indirect holdings.

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 January 5, 2018.

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).