Sec Form 13G Filing - Yorktown Energy Partners XI L.P. filing for Brigham Minerals Inc. (MNRL) - 2020-02-14

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Brigham Minerals, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.01 per share

(Title of Class of Securities)

 

10918L 103

(CUSIP Number)

 

December 31, 2019

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

---

1	NAMES OF REPORTING PERSONS
	YORKTOWN ENERGY PARTNERS XI, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			1,079,617 (1)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			1,079,617 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,079,617 shares of Class A common stock (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.09% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Beneficial ownership of the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of  Brigham Minerals, Inc. (the “Issuer”) referred to herein is being reported hereunder solely because the reporting person directly owns 1,079,617 shares of Class B common stock of the Issuer (“Class B Common Stock”) and 1,079,617 membership interests (“Brigham LLC Units”) in Brigham Minerals Holdings, LLC (“Brigham LLC”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Limited Liability Company Agreement of Brigham LLC (the “Brigham LLC Agreement”). Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) Based on 33,898,300 shares of Class A Common Stock of the Issuer issued and outstanding as of December 13, 2019, following the exercise in full of the underwriters’ option as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 16, 2019, as set forth in the prospectus dated December 9, 2019, filed by the Issuer with the SEC on December 9, 2019 (the “Prospectus”) and 1,079,617 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Brigham LLC Units as described above.

1	NAMES OF REPORTING PERSONS
	YORKTOWN XI COMPANY LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			1,079,617 (1)(2)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			1,079,617 (1)(2)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,079,617 shares of Class A common stock (1)(2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.09% (3)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Beneficial ownership of the Class A Common Stock of the Issuer referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own 1,079,617 shares of Class B Common Stock and 1,079,617 Brigham LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Brigham LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) These securities are directly held by Yorktown Energy Partners XI, L.P., a Delaware limited partnership (“Yorktown XI”).  Yorktown XI Company LP, a Delaware limited partnership (“Yorktown XI Company”), is the sole general partner of Yorktown XI. As a result, Yorktown XI Company may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown XI.  Yorktown XI Company disclaims beneficial ownership of the securities owned by Yorktown XI in excess of its pecuniary interests therein.

(3) Based on 33,898,300 shares of Class A Common Stock of the Issuer issued and outstanding as of December 13, 2019, following the exercise in full of the underwriters’ option as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on December 16, 2019, as set forth in the Prospectus and 1,079,617 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Brigham LLC Units as described above.

(1) Beneficial ownership of the Class A Common Stock of  the Issuer referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own 1,079,617 shares of Class B Common Stock and 1,079,617 Brigham LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Brigham LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2) These securities are directly held by Yorktown XI.  Yorktown XI Company is the sole general partner of Yorktown XI and Yorktown XI Associates LLC, a Delaware limited liability company (“Yorktown XI Associates”), is the sole general partner of Yorktown XI Company.  As a result, Yorktown XI Associates may be deemed to have the power to vote or direct the vote or to dispose or direct the disposition of the shares owned by Yorktown XI.  Yorktown XI Company and Yorktown XI Associates disclaim beneficial ownership of the securities owned by Yorktown XI in excess of their respective pecuniary interests therein.

(3) Based on 33,898,300 shares of Class A Common Stock of the Issuer issued and outstanding as of December 13, 2019, following the exercise in full of the underwriters’ option as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on December 16, 2019, as set forth in the Prospectus and 1,079,617 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Brigham LLC Units as described above.

 

The information regarding ownership set forth in Items 5-9 and 11 of each cover page is hereby incorporated herein by reference.

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☑.

 

 

Not applicable

 

 

Not applicable

 

 

Not applicable

 

 

Not applicable

 

 

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

EXHIBIT INDEX

---