organization · Reporting owner
WARBURG PINCUS PARTNERS (E&P) XI LLC
Disclosed activity across 3 companies
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Latest disclosed role at each company.
No relationships currently tracked through insider filings.
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
No balances currently tracked through insider filings.
Past disclosures · reporting ended (3)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
Brigham Minerals, Inc.
Report date September 15, 2020 · Filed September 17, 2020
Jointly reported with Warburg Pincus & Co US, LLC, Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, Warburg Pincus Private Equity (E&P) XI-A, L.P., Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, Warburg Pincus XI (E&P) Partners - A, L.P., WP Brigham Holdings, L.P., WARBURG PINCUS (E&P) XI, L.P., Warburg Pincus (E&P) Energy LLC, Warburg Pincus (E&P) Energy GP, L.P.
Section 16 reporting ended · disclosed 2020-09-17. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Brigham Parent Holdings, L.P. | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 2
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rowsRow 1 · 2020-09-15 · Sale · Disposed 1,959,129 · Balance 170,363 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Row 2 · 2020-09-15 · Sale · Disposed 170,363 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. |
| Class B common stock, par value $0.01SEC Table I · non-derivative | IndirectBy WP Energy Partners Brigham Holdings, L.P. | 0 |
Reported balance
After 2020-09-15 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2020-09-15 · Conversion · Disposed 9,943 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14: On September 15, 2020, WPE Partners Brigham Holdings requested that 9,943 shares of Class B common stock and 9,943 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 9,943 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy WP Energy Partners Brigham Holdings, L.P. | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 6
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 4 · 2020-09-15 · Conversion · Acquired 9,943 · Balance 9,943 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14: On September 15, 2020, WPE Partners Brigham Holdings requested that 9,943 shares of Class B common stock and 9,943 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 9,943 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Row 5 · 2020-09-15 · Sale · Disposed 9,148 · Balance 795 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Row 6 · 2020-09-15 · Sale · Disposed 795 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Class B common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 7
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 7 · 2020-09-15 · Conversion · Disposed 75,931 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F15: On September 15, 2020, WPE E&P Partners-A Brigham requested that 75,931 shares of Class B common stock and 75,931 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 75,931 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 10
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 8 · 2020-09-15 · Conversion · Acquired 75,931 · Balance 75,931 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F15: On September 15, 2020, WPE E&P Partners-A Brigham requested that 75,931 shares of Class B common stock and 75,931 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 75,931 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Row 9 · 2020-09-15 · Sale · Disposed 69,856 · Balance 6,075 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Row 10 · 2020-09-15 · Sale · Disposed 6,075 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Class B common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus XI (E&P) Partners-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 11
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 11 · 2020-09-15 · Conversion · Disposed 119,549 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F16: On September 15, 2020, WP XI E&P Partners-A Brigham requested that 119,549 shares of Class B common stock and 119,549 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 119,549 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus XI (E&P) Partners-A (Brigham), LLC | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 14
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 12 · 2020-09-15 · Conversion · Acquired 119,549 · Balance 119,549 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F16: On September 15, 2020, WP XI E&P Partners-A Brigham requested that 119,549 shares of Class B common stock and 119,549 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 119,549 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Row 13 · 2020-09-15 · Sale · Disposed 109,985 · Balance 9,564 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Row 14 · 2020-09-15 · Sale · Disposed 9,564 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Class B common stock, par value $0.01SEC Table I · non-derivative | IndirectBy WP Energy Brigham Holdings, L.P. | 0 |
Reported balance
After 2020-09-15 transaction · row 15
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 15 · 2020-09-15 · Conversion · Disposed 121,434 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F17: On September 15, 2020, WPE Brigham Holdings requested that 121,434 shares of Class B common stock and 121,434 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 121,434 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy WP Energy Brigham Holdings, L.P. | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 18
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 16 · 2020-09-15 · Conversion · Acquired 121,434 · Balance 121,434 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F17: On September 15, 2020, WPE Brigham Holdings requested that 121,434 shares of Class B common stock and 121,434 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 121,434 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Row 17 · 2020-09-15 · Sale · Disposed 111,719 · Balance 9,715 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Row 18 · 2020-09-15 · Sale · Disposed 9,715 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Class B common stock, par value $0.01SEC Table I · non-derivative | IndirectBy WP Brigham Holdings, L.P. | 0 |
Reported balance
After 2020-09-15 transaction · row 19
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 19 · 2020-09-15 · Conversion · Disposed 192,656 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F18: On September 15, 2020, WP Brigham Holdings requested that 192,656 shares of Class B common stock and 192,656 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 192,656 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. |
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy WP Brigham Holdings, L.P. | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 22
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 20 · 2020-09-15 · Conversion · Acquired 192,656 · Balance 192,656 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F18: On September 15, 2020, WP Brigham Holdings requested that 192,656 shares of Class B common stock and 192,656 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 192,656 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. Row 21 · 2020-09-15 · Sale · Disposed 177,243 · Balance 15,413 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. Row 22 · 2020-09-15 · Sale · Disposed 15,413 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. |
| Class B common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus Energy (E&P)-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 23
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 23 · 2020-09-15 · Conversion · Disposed 1,257,206 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F19: On September 15, 2020, WPE E&P-A Brigham requested that 1,257,206 shares of Class B common stock and 1,257,206 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,257,206 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus Energy (E&P)-A (Brigham), LLC | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 26
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 24 · 2020-09-15 · Conversion · Acquired 1,257,206 · Balance 1,257,206 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F19: On September 15, 2020, WPE E&P-A Brigham requested that 1,257,206 shares of Class B common stock and 1,257,206 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,257,206 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Row 25 · 2020-09-15 · Sale · Disposed 1,156,628 · Balance 100,578 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Row 26 · 2020-09-15 · Sale · Disposed 100,578 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Class B common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 27
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 27 · 2020-09-15 · Conversion · Disposed 1,551,559 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F20: On September 15, 2020, WPPE E&P XI-A Brigham requested that 1,551,559 shares of Class B common stock and 1,551,559 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,551,559 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Class A common stock, par value $0.01SEC Table I · non-derivative | IndirectBy Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC | 0 |
Last balance in matching sequence
After 2020-09-15 transaction · row 30
Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
3 source rowsRow 28 · 2020-09-15 · Conversion · Acquired 1,551,559 · Balance 1,551,559 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F20: On September 15, 2020, WPPE E&P XI-A Brigham requested that 1,551,559 shares of Class B common stock and 1,551,559 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,551,559 shares of Class A common stock. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Row 29 · 2020-09-15 · Sale · Disposed 1,427,432 · Balance 124,127 F21: Such shares were sold in an underwritten public offering. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Row 30 · 2020-09-15 · Sale · Disposed 124,127 · Balance 0 F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Brigham Minerals Holdings, LLC common unitSEC Table II · derivative / convertible security | IndirectBy WP Energy Partners Brigham Holdings, L.P. | 0 |
Reported balance
After 2020-09-15 transaction · row 31
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 31 · 2020-09-15 · Conversion · Disposed 9,943 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Brigham Minerals Holdings, LLC common unitSEC Table II · derivative / convertible security | IndirectBy Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 32
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 32 · 2020-09-15 · Conversion · Disposed 75,931 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Brigham Minerals Holdings, LLC common unitSEC Table II · derivative / convertible security | IndirectBy Warburg Pincus XI (E&P) Partners-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 33
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 33 · 2020-09-15 · Conversion · Disposed 119,549 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
| Brigham Minerals Holdings, LLC common unitSEC Table II · derivative / convertible security | IndirectBy WP Energy Brigham Holdings, L.P. | 0 |
Reported balance
After 2020-09-15 transaction · row 34
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 34 · 2020-09-15 · Conversion · Disposed 121,434 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Brigham Minerals Holdings, LLC common unitSEC Table II · derivative / convertible security | IndirectBy WP Brigham Holdings, L.P. | 0 |
Reported balance
After 2020-09-15 transaction · row 35
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 35 · 2020-09-15 · Conversion · Disposed 192,656 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. |
| Brigham Minerals Holdings, LLC common unitSEC Table II · derivative / convertible security | IndirectBy Warburg Pincus Energy (E&P)-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 36
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 36 · 2020-09-15 · Conversion · Disposed 1,257,206 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. |
| Brigham Minerals Holdings, LLC common unitSEC Table II · derivative / convertible security | IndirectBy Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC | 0 |
Reported balance
After 2020-09-15 transaction · row 37
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 37 · 2020-09-15 · Conversion · Disposed 1,551,559 · Balance 0 F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units. F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"),
F2: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners").
F3: Prior to the consummation of the transactions reported herein, Brigham Parent Holdings directly held shares of Class A common stock of the Issuer and the WP Class B Owners directly held shares of Class B common stock of the Issuer and Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units"). As of the date hereof, after consummation of all transactions reported herein, such entities no longer hold any shares of Class A common stock of the Issuer, shares of Class B common stock of the Issuer or Common Units.
F4: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham.
F5: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US.
F6: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A.
F7: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities."
F8: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US and Warburg Pincus and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners.
F9: The Warburg Pincus Entities and such affiliates (other than Brigham Parent Holdings and the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.
F10: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham.
F11: WP XI E&P GP, WP XI E&P LLC and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings.
F12: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the shares of Class A common stock, Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham.
F13: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham LLC's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire.
F14: On September 15, 2020, WPE Partners Brigham Holdings requested that 9,943 shares of Class B common stock and 9,943 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 9,943 shares of Class A common stock.
F15: On September 15, 2020, WPE E&P Partners-A Brigham requested that 75,931 shares of Class B common stock and 75,931 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 75,931 shares of Class A common stock.
F16: On September 15, 2020, WP XI E&P Partners-A Brigham requested that 119,549 shares of Class B common stock and 119,549 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 119,549 shares of Class A common stock.
F17: On September 15, 2020, WPE Brigham Holdings requested that 121,434 shares of Class B common stock and 121,434 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 121,434 shares of Class A common stock.
F18: On September 15, 2020, WP Brigham Holdings requested that 192,656 shares of Class B common stock and 192,656 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 192,656 shares of Class A common stock.
F19: On September 15, 2020, WPE E&P-A Brigham requested that 1,257,206 shares of Class B common stock and 1,257,206 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,257,206 shares of Class A common stock.
F20: On September 15, 2020, WPPE E&P XI-A Brigham requested that 1,551,559 shares of Class B common stock and 1,551,559 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 1,551,559 shares of Class A common stock.
F21: Such shares were sold in an underwritten public offering.
F22: Such shares were sold to the Issuer pursuant to a Repurchase Agreement, dated September 10, 2020, by and between the Issuer and the Warburg Entities.
EARTHSTONE ENERGY INC
Report date August 01, 2023 · Filed August 08, 2023
Jointly reported with Warburg Pincus (E&P) XII, L.P., Warburg Pincus XII (E&P) Partners-2, L.P., Warburg Pincus (E&P) XII LLC, WARBURG PINCUS XI (E&P) PARTNERS-B, L.P., WARBURG PINCUS (E&P) XI, L.P., WARBURG PINCUS (E&P) XI LLC, Warburg Pincus Energy (E&P) Partners-B, L.P., Warburg Pincus (E&P) Energy GP, L.P., Warburg Pincus (E&P) Energy LLC
Section 16 reporting ended · disclosed 2023-08-08. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Class A Common Stock, par value $0.001 per shareSEC Table I · non-derivative | IndirectSee footnotes | 7,868,234 |
Reported balance
After 2023-08-01 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2023-08-01 · Sale · Disposed 5,000,000 · Balance 7,868,234 F1: On August 1, 2023, the Holders (as defined below) sold an aggregate of 5,000,000 shares of Class A Common Stock, par value $0.001, of the Issuer in a block trade. Giving effect to the transactions reported herein, and reflecting the forfeiture to the Issuer for no consideration of [15,143] shares that were held in escrow, the Holders (as defined below) ceased to be a "ten percent holder" of the Class A Common Stock. F2: The shares are held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XI - A, L.P. ("WP E&P XI A"), Warburg Pincus XI (E&P) Partners - A, L.P. ("WP XI E&P Partners A"), WP IRH Holdings, L.P. ("WP IRH Holdings"), Warburg Pincus XI (E&P) Partners-B IRH, LLC ("WP XI E&P Partners B IRH"), WP Energy IRH Holdings, L.P. ("WPE IRH Holdings"), WP Energy Partners IRH Holdings, L.P. ("WPE Partners IRH Holdings"), Warburg Pincus Energy (E&P) Partners-B IRH, LLC ("WPE E&P Partners B IRH"), F3: (cont. from footnote 2) Warburg Pincus Energy (E&P) Partners-A, L.P. ("WPE E&P Partners A"), Warburg Pincus Energy (E&P)-A, L.P. ("WPE E&P A"), WP Energy Chisholm Holdings, L.P. ("WPE Chisholm Holdings"), WP Energy Partners Chisholm Holdings, L.P. ("WPEP Chisholm Holdings"), Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC ("WPE E&P Partners B Chisholm"), F4: (cont. from footnote 3) Warburg Pincus Private Equity (E&P) XII (A), L.P. ("WP PE E&P XII"), WP XII Chisholm Holdings, L.P. ("WP XII Chisholm Holdings"), Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC ("WP XII E&P Partners 2 Chisholm"), Warburg Pincus Private Equity (E&P) XII-D (A), L.P. ("WP PE E&P XII D"), F5: (cont. from footnote 4) Warburg Pincus Private Equity (E&P) XII-E (A), L.P. ("WP PE E&P XII E"), WP XII (E&P) Partners (A), L.P. ("WP XII E&P Partners A") and Warburg Pincus XII (E&P) Partners-1, L.P. ("WP XII E&P Partners 1") (collectively, the "Holders"). F6: Warburg Pincus Energy (E&P) Partners-B, L.P. ("WPE E&P Partners B") is the managing member of WPE E&P Partners B Chisholm and the general partner of WPE E&P Partners B IRH. Warburg Pincus (E&P) Energy GP, L.P. ("WP E&P Energy GP") is the general partner of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings. Warburg Pincus (E&P) Energy LLC ("WPE E&P Energy LLC") is the general partner of WP E&P Energy GP. F7: Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners B") is the general partner of WP XI E&P Partners B IRH. Warburg Pincus (E&P) XI, L.P. ("WP XI E&P GP") is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. Warburg Pincus (E&P) XI LLC ("WP XI E&P GP LLC") is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the managing member of WP XI E&P GP LLC. F8: Warburg Pincus XII (E&P) Partners-2, L.P. ("WP XII E&P Partners 2") is the managing member of WP XII E&P Partners 2 Chisholm. Warburg Pincus (E&P) XII, L.P. ("WP E&P XII") is the general partner of WP XII E&P Partners 2, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. Warburg Pincus (E&P) XII LLC ("WP E&P XII LLC") is the general partner of WP E&P XII. F9: Warburg Pincus Partners II (US), L.P. ("WPP II US") is the managing member of WPP E&P XI, WP E&P XII LLC and WPE E&P Energy LLC. Warburg Pincus & Company US, LLC ("WP & Co. US LLC") is the general partner of WPP II US. Warburg Pincus LLC ("WP LLC") is a registered investment adviser, and the manager of WP PE E&P XII, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners 1, WP XII E&P Partners A, WP E&P XI A, WP XI E&P Partners A, WP XI E&P Partners B, WPE E&P Partners A, WPE E&P Partners B and WPE E&P A. F10: Each Holder and each of WPE E&P Partners B, WP E&P Energy GP, WPE E&P Energy LLC, WP XI E&P Partners B, WP XI E&P GP, WP XI E&P GP LLC, WPP E&P XI, WP XII E&P Partners 2, WP E&P XII, WP E&P XII LLC, WPP II US, WP & Co. US LLC and WP LLC (collectively, the "Parent Entities" and, together with the Holders, the "Reporting Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, previously may have been deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Holders and, therefore, a "ten percent holder" hereunder. F11: Each Holder and each Parent Entity disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes. |
Filing footnotes · ownership attribution and instrument terms
F1: On August 1, 2023, the Holders (as defined below) sold an aggregate of 5,000,000 shares of Class A Common Stock, par value $0.001, of the Issuer in a block trade. Giving effect to the transactions reported herein, and reflecting the forfeiture to the Issuer for no consideration of [15,143] shares that were held in escrow, the Holders (as defined below) ceased to be a "ten percent holder" of the Class A Common Stock.
F2: The shares are held of record by, or for the benefit of, Warburg Pincus Private Equity (E&P) XI - A, L.P. ("WP E&P XI A"), Warburg Pincus XI (E&P) Partners - A, L.P. ("WP XI E&P Partners A"), WP IRH Holdings, L.P. ("WP IRH Holdings"), Warburg Pincus XI (E&P) Partners-B IRH, LLC ("WP XI E&P Partners B IRH"), WP Energy IRH Holdings, L.P. ("WPE IRH Holdings"), WP Energy Partners IRH Holdings, L.P. ("WPE Partners IRH Holdings"), Warburg Pincus Energy (E&P) Partners-B IRH, LLC ("WPE E&P Partners B IRH"),
F3: (cont. from footnote 2) Warburg Pincus Energy (E&P) Partners-A, L.P. ("WPE E&P Partners A"), Warburg Pincus Energy (E&P)-A, L.P. ("WPE E&P A"), WP Energy Chisholm Holdings, L.P. ("WPE Chisholm Holdings"), WP Energy Partners Chisholm Holdings, L.P. ("WPEP Chisholm Holdings"), Warburg Pincus Energy (E&P) Partners-B Chisholm, LLC ("WPE E&P Partners B Chisholm"),
F4: (cont. from footnote 3) Warburg Pincus Private Equity (E&P) XII (A), L.P. ("WP PE E&P XII"), WP XII Chisholm Holdings, L.P. ("WP XII Chisholm Holdings"), Warburg Pincus XII (E&P) Partners-2 Chisholm, LLC ("WP XII E&P Partners 2 Chisholm"), Warburg Pincus Private Equity (E&P) XII-D (A), L.P. ("WP PE E&P XII D"),
F5: (cont. from footnote 4) Warburg Pincus Private Equity (E&P) XII-E (A), L.P. ("WP PE E&P XII E"), WP XII (E&P) Partners (A), L.P. ("WP XII E&P Partners A") and Warburg Pincus XII (E&P) Partners-1, L.P. ("WP XII E&P Partners 1") (collectively, the "Holders").
F6: Warburg Pincus Energy (E&P) Partners-B, L.P. ("WPE E&P Partners B") is the managing member of WPE E&P Partners B Chisholm and the general partner of WPE E&P Partners B IRH. Warburg Pincus (E&P) Energy GP, L.P. ("WP E&P Energy GP") is the general partner of WPE E&P A, WPE E&P Partners A, WPE E&P Partners B, WPE IRH Holdings, WPE Partners IRH Holdings, WPE Chisholm Holdings and WPEP Chisholm Holdings. Warburg Pincus (E&P) Energy LLC ("WPE E&P Energy LLC") is the general partner of WP E&P Energy GP.
F7: Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners B") is the general partner of WP XI E&P Partners B IRH. Warburg Pincus (E&P) XI, L.P. ("WP XI E&P GP") is the general partner of WP E&P XI A, WP XI E&P Partners A, WP IRH Holdings, and WP XI E&P Partners B. Warburg Pincus (E&P) XI LLC ("WP XI E&P GP LLC") is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the managing member of WP XI E&P GP LLC.
F8: Warburg Pincus XII (E&P) Partners-2, L.P. ("WP XII E&P Partners 2") is the managing member of WP XII E&P Partners 2 Chisholm. Warburg Pincus (E&P) XII, L.P. ("WP E&P XII") is the general partner of WP XII E&P Partners 2, WP PE E&P XII, WP XII Chisholm Holdings, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners A and WP XII E&P Partners 1. Warburg Pincus (E&P) XII LLC ("WP E&P XII LLC") is the general partner of WP E&P XII.
F9: Warburg Pincus Partners II (US), L.P. ("WPP II US") is the managing member of WPP E&P XI, WP E&P XII LLC and WPE E&P Energy LLC. Warburg Pincus & Company US, LLC ("WP & Co. US LLC") is the general partner of WPP II US. Warburg Pincus LLC ("WP LLC") is a registered investment adviser, and the manager of WP PE E&P XII, WP PE E&P XII D, WP PE E&P XII E, WP XII E&P Partners 1, WP XII E&P Partners A, WP E&P XI A, WP XI E&P Partners A, WP XI E&P Partners B, WPE E&P Partners A, WPE E&P Partners B and WPE E&P A.
F10: Each Holder and each of WPE E&P Partners B, WP E&P Energy GP, WPE E&P Energy LLC, WP XI E&P Partners B, WP XI E&P GP, WP XI E&P GP LLC, WPP E&P XI, WP XII E&P Partners 2, WP E&P XII, WP E&P XII LLC, WPP II US, WP & Co. US LLC and WP LLC (collectively, the "Parent Entities" and, together with the Holders, the "Reporting Entities") directly (whether through ownership or position) or indirectly through one or more intermediaries, previously may have been deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by the Holders and, therefore, a "ten percent holder" hereunder.
F11: Each Holder and each Parent Entity disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
WEX Inc.
Report date November 15, 2017 · Filed November 16, 2017
Jointly reported with WARBURG PINCUS LLC, WARBURG PINCUS (E&P) XI, L.P., WARBURG PINCUS (E&P) XI LLC, Warburg Pincus Partners II (US), L.P., Warburg Pincus & Co US, LLC, Warburg Pincus (Bermuda) XI, Ltd., Warburg Pincus Partners II (Cayman), L.P., Warburg Pincus (Bermuda) Private Equity GP Ltd.
Section 16 reporting ended · disclosed 2017-11-16. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common Stock, $0.01 par value per share ("Common Stock")SEC Table I · non-derivative | IndirectSee explanation of responses. | 0 |
Reported balance
After 2017-11-15 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2017-11-15 · Sale · Disposed 177,207 · Balance 0 F1: This Form 4 is being filed in connection with the sale of shares (the "Sale") of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"). F2: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"). F3: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B. F4: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities"). F5: Charles R. Kaye and Joseph P. Landy each are the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaimed beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. F6: By reason of the provisions of Rule 16a-1 of the Exchange Act, prior to the date of the Sale, the Warburg Pincus Reporting Persons may have been deemed to be beneficial owners of the 177,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaimed beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein was a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4. F7: This filing constitutes a Form 4 exit filing for the Warburg Pincus Reporting Persons. |
Filing footnotes · ownership attribution and instrument terms
F1: This Form 4 is being filed in connection with the sale of shares (the "Sale") of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II").
F2: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C").
F3: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B.
F4: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities").
F5: Charles R. Kaye and Joseph P. Landy each are the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaimed beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
F6: By reason of the provisions of Rule 16a-1 of the Exchange Act, prior to the date of the Sale, the Warburg Pincus Reporting Persons may have been deemed to be beneficial owners of the 177,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaimed beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein was a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4.
F7: This filing constitutes a Form 4 exit filing for the Warburg Pincus Reporting Persons.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| December 16, 2019 Filed Dec 18, 2019 18:59 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | SaleClass A common stock, par value $0.01 | 1,153,187 | $17.38 | $20,037,777.31 |
DisclosureSEC source: 0000899243-19-029583 · doc4.xml · nonDerivative · entry 1 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director WP Brigham Holdings, L.P. · CIK 0001774126 · Director WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Brigham Parent Holdings, L.P. Disclosed balance after: 3,856,823 F1 · ownership.nature: This Form 4 is filed on behalf of Warburg Pincus & Company US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · ownership.nature: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" and, together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham and WPE Brigham Holdings, the "WP Class B Owners"). F3 · ownership.nature: As of December 16, 2019, after consummation of all transactions reported herein, Brigham Parent Holdings directly held 3,856,823 shares of Class A common stock. As of December 16, 2019, the WP Class B Owners collectively directly held 6,027,999 shares of Class B common stock and 6,027,999 Brigham Minerals Holdings, LLC ("Brigham LLC") common units ("Common Units") of which 18,008 of each are directly held by WPE Partners Brigham Holdings, 137,522 of each are directly held by WPE E&P Partners-A Brigham, 216,521 of each are directly held by WP XI E&P Partners-A Brigham, 219,934 of each are directly held by WPE Brigham Holdings, 348,928 of each are directly held by WP Brigham Holdings, 2,276,984 of each are directly held by WPE E&P-A Brigham and 2,810,102 of each are directly held by WPPE E&P XI-A Brigham. F4 · ownership.nature: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners-A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · ownership.nature: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · ownership.nature: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus"), is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · ownership.nature: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock directly held by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the shares of Class A common stock, Class B common stock and Common Units directly held by the WP Class B Owners. F9 · ownership.nature: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | OtherBrigham Minerals Holdings, LLC common unit · Derivative | 3,650,319 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · derivative · entry 15 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus Private Equity (E&P) XI-A (Brigham) LLC Disclosed balance after: 3,650,319 Underlying: Class A common stock, par value $0.01 · 3,650,319 shares Expires not disclosed F13 · derivative.exercise_price: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14 · kind: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F13 · derivative.exercise_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F13 · derivative.expiration_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F11 · ownership.nature: WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12 · ownership.nature: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | OtherBrigham Minerals Holdings, LLC common unit · Derivative | 2,957,800 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · derivative · entry 14 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus Energy (E&P)-A (Brigham), LLC Disclosed balance after: 2,957,800 Underlying: Class A common stock, par value $0.01 · 2,957,800 shares Expires not disclosed F13 · derivative.exercise_price: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14 · kind: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F13 · derivative.exercise_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F13 · derivative.expiration_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | OtherBrigham Minerals Holdings, LLC common unit · Derivative | 453,258 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · derivative · entry 13 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By WP Brigham Holdings, L.P. Disclosed balance after: 453,258 Underlying: Class A common stock, par value $0.01 · 453,258 shares Expires not disclosed F13 · derivative.exercise_price: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14 · kind: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F13 · derivative.exercise_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F13 · derivative.expiration_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F11 · ownership.nature: WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. 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| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | OtherBrigham Minerals Holdings, LLC common unit · Derivative | 285,694 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · derivative · entry 12 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By WP Energy Brigham Holdings, L.P. Disclosed balance after: 285,694 Underlying: Class A common stock, par value $0.01 · 285,694 shares Expires not disclosed F13 · derivative.exercise_price: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14 · kind: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F13 · derivative.exercise_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F13 · derivative.expiration_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | OtherBrigham Minerals Holdings, LLC common unit · Derivative | 281,260 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · derivative · entry 11 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus XI (E&P) Partners-A (Brigham) LLC Disclosed balance after: 281,260 Underlying: Class A common stock, par value $0.01 · 281,260 shares Expires not disclosed F13 · derivative.exercise_price: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14 · kind: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F13 · derivative.exercise_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F13 · derivative.expiration_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F11 · ownership.nature: WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12 · ownership.nature: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | OtherBrigham Minerals Holdings, LLC common unit · Derivative | 178,641 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · derivative · entry 10 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Disclosed balance after: 178,641 Underlying: Class A common stock, par value $0.01 · 178,641 shares Expires not disclosed F13 · derivative.exercise_price: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14 · kind: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F13 · derivative.exercise_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F13 · derivative.expiration_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F12 · ownership.nature: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | OtherBrigham Minerals Holdings, LLC common unit · Derivative | 23,392 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · derivative · entry 9 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By WP Energy Partners Brigham Holdings, L.P. Disclosed balance after: 23,392 Underlying: Class A common stock, par value $0.01 · 23,392 shares Expires not disclosed F13 · derivative.exercise_price: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F14 · kind: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F13 · derivative.exercise_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F13 · derivative.expiration_date: At the request of the holder, each Common Unit may be coupled with a share of Class B common stock and redeemed for, at Brigham Minerals, Inc.'s (the "Issuer") election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed. The Common Units do not expire. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass B common stock, par value $0.01 | 3,650,319 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 8 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus Private Equity (E&P) XI-A (Brigham) LLC Disclosed balance after: 3,650,319 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F11 · ownership.nature: WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12 · ownership.nature: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass B common stock, par value $0.01 | 2,957,800 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 7 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus Energy (E&P)-A (Brigham), LLC Disclosed balance after: 2,957,800 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass B common stock, par value $0.01 | 453,258 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 6 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By WP Brigham Holdings, L.P. Disclosed balance after: 453,258 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F11 · ownership.nature: WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass B common stock, par value $0.01 | 285,694 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 5 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By WP Energy Brigham Holdings, L.P. Disclosed balance after: 285,694 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass B common stock, par value $0.01 | 281,260 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 4 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus XI (E&P) Partners-A (Brigham) LLC Disclosed balance after: 281,260 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F11 · ownership.nature: WP XI E&P GP, WP XI E&P LLC, and WP Partners E&P XI LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 4,384,837 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham and WP Brigham Holdings. F12 · ownership.nature: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass B common stock, par value $0.01 | 178,641 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 3 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC Disclosed balance after: 178,641 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. F12 · ownership.nature: WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 178,641 shares of Class B common stock and Common Units directly held by WPE E&P Partners-A Brigham. WP XI E&P Partners-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 281,260 shares of Class B common stock and Common Units directly held by WP XI E&P Partners-A Brigham. WPE E&P-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 2,957,800 shares of Class B common stock and Common Units directly held by WPE E&P-A Brigham. WPPE E&P XI-A indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,650,319 shares of Class B common stock and Common Units directly held by WPPE E&P XI-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass B common stock, par value $0.01 | 23,392 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 2 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By WP Energy Partners Brigham Holdings, L.P Disclosed balance after: 23,392 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. F10 · ownership.nature: WPE E&P GP and WPE E&P LLC each indirectly holds, and therefore may be deemed to be the beneficial owner of, the 3,445,527 shares of Class B common stock and Common Units directly held by WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P Partners-A Brigham and WPE E&P-A Brigham. Read SEC document |
| April 23, 2019 Filed Apr 25, 2019 20:38 UTC | Brigham Minerals, Inc. MNRL · Entity 121104 | GrantClass A common stock, par value $0.01 | 5,010,009 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000899243-19-011163 · doc4.xml · nonDerivative · entry 1 Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A, L.P. · CIK 0001774131 · Director · 10% owner Warburg Pincus XI (E&P) Partners - A, L.P. · CIK 0001774130 · Director · 10% owner Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC · CIK 0001774141 · Director · 10% owner Warburg Pincus XI (E&P) Partners-A (Brigham), LLC · CIK 0001774128 · Director · 10% owner WP Brigham Holdings, L.P. · CIK 0001774126 · Director · 10% owner WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director · 10% owner WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director · 10% owner Warburg Pincus (E&P) Energy LLC · CIK 0001774132 · Director · 10% owner Warburg Pincus (E&P) Energy GP, L.P. · CIK 0001774123 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Brigham Parent Holdings, L.P. Disclosed balance after: 5,010,009 F14 · price: Pursuant to the Reorganization Transactions (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-230373) (the "Registration Statement")) as part of the Issuer's initial public offering ("IPO"), (a) the Issuer issued Class A common stock to the Reporting Person in exchange for incentive units in Brigham Equity Holdings, LLC and (b) the Reporting Person's equity ownership in Brigham Minerals Holdings, LLC was converted into newly issued common units in Brigham Minerals Holdings, LLC together with an equal number of shares of Class B common stock, in the Issuer. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the holders of Common Units. F1 · balance_after: This Form 4 is filed on behalf of Warburg Pincus & Co US, LLC ("Warburg Pincus US") and certain of its affiliates including (a) Brigham Parent Holdings, L.P., a Delaware limited partnership ("Brigham Parent Holdings") and (b) Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC, a Delaware limited liability company ("WPPE E&P XI-A Brigham"), Warburg Pincus XI (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WP XI E&P Partners-A Brigham"), WP Brigham Holdings, L.P., a Delaware limited partnership ("WP Brigham Holdings"), Warburg Pincus Energy (E&P)-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P-A Brigham"), F2 · balance_after: (continued from footnote 1) Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC, a Delaware limited liability company ("WPE E&P Partners-A Brigham"), WP Energy Brigham Holdings, L.P., a Delaware limited partnership ("WPE Brigham Holdings"), and WP Energy Partners Brigham Holdings, L.P., a Delaware limited partnership ("WPE Partners Brigham Holdings" together with WPPE E&P XI-A Brigham, WP XI E&P Partners-A Brigham, WP Brigham Holdings, WPE E&P-A Brigham, WPE E&P Partners-A Brigham, WPE Brigham Holdings the "WP Class B Owners"). F4 · balance_after: Warburg Pincus Private Equity (E&P) XI-A, L.P., a Delaware limited partnership ("WPPE E&P XI-A"), is the sole member of WPPE E&P XI-A Brigham. Warburg Pincus XI (E&P) Partners - A, L.P., a Delaware limited partnership ("WP XI E&P Partners-A"), is the sole member of WP XI E&P Partners-A Brigham. Warburg Pincus Energy (E&P)-A, L.P., a Delaware limited partnership ("WPE E&P-A"), is the sole and managing member of WPE E&P-A Brigham. Warburg Pincus Energy (E&P) Partners-A, L.P., a Delaware limited partnership ("WPE E&P Partners-A"), is the sole and managing member of WPE E&P Partners-A Brigham. F5 · balance_after: (continued from footnote 4) Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP XI E&P GP"), is the general partner of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A and Brigham Parent Holdings. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP XI E&P LLC"), is the general partner of WP XI E&P GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware limited liability company ("WP Partners E&P XI LLC"), is the sole member of WP XI E&P LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited partnership ("WPP II US"), is the managing member of WP Partners E&P XI LLC. Warburg Pincus US is the general partner of WPP II US. F6 · balance_after: (continued from footnote 5) Warburg Pincus (E&P) Energy GP, L.P., a Delaware limited partnership ("WPE E&P GP"), is the general partner of each of WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A, WP Energy Partners, L.P. and WPE E&P Partners-A. Warburg Pincus (E&P) Energy LLC, a Delaware limited liability company ("WPE E&P LLC"), is the general partner of WPE E&P GP. WPP II US is the managing member of WPE E&P LLC. Warburg Pincus LLC, a New York limited liability company ("Warburg Pincus") is the manager of each of WP Brigham Holdings, WPPE E&P XI-A, WP XI E&P Partners-A, WPE Brigham Holdings, WPE Partners Brigham Holdings, WPE E&P-A and WPE E&P Partners-A. F7 · balance_after: Each of the foregoing entities are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of Warburg Pincus US and Managing Members and Co-Chief Executive Officers of Warburg Pincus and may be deemed to control the Warburg Pincus Entities. F9 · balance_after: The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates (other than the WP Class B Owners) disclaim beneficial ownership of such shares of Class A common stock and such shares of Class B common stock and such Common Units except to the extent of their direct pecuniary interest therein. Each of the Warburg Pincus Entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. F3 · ownership.nature: As of April 25, 2019, Brigham Parent Holdings owned 5,010,009 shares of Class A common stock. As of April 25, 2019, the WP Class B Owners collectively owned 7,830,364 shares of Class B common stock and 7,830,364 Brigham Minerals Holdings, LLC common units ("Common Units") of which 23,392 of each are owned by WPE Partners Brigham Holdings, 178,641 of each are owned by WPE E&P Partners-A Brigham, 281,260 of each are owned by WP XI E&P Partners-A Brigham, 285,694 of each are owned by WPE Brigham Holdings, 453,258 of each are owned by WP Brigham Holdings, 2,957,800 of each are owned by WPE E&P-A Brigham and 3,650,319 of each are owned by WPPE E&P XI-A Brigham. F8 · ownership.nature: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (a) WP XI E&P GP, WP XI E&P LLC, WP Partners E&P XI LLC, WPP II US, Warburg Pincus US and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 5,010,009 shares of Class A common stock held collectively by Brigham Parent Holdings, and (b) WPP II US, Warburg Pincus US, Warburg Pincus and Messrs. Kaye and Landy and certain affiliates may be deemed to be beneficial owners of the 7,830,364 shares of Class B common stock and 7,830,364 Common Units held collectively by the WP Class B Owners. Read SEC document |
| November 15, 2017 Filed Nov 16, 2017 21:44 UTC | WEX Inc. WEX · Entity 2285 | SaleCommon Stock, $0.01 par value per share ("Common Stock") | 177,207 | $120.00 | $21,264,840.00 |
DisclosureSEC source: 0000903423-17-000690 · wp2wex.xml · nonDerivative · entry 1 WARBURG PINCUS LLC · CIK 0001162870 · Director WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director WARBURG PINCUS (E&P) XI LLC · CIK 0001678784 · Director WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director Warburg Pincus Partners II (US), L.P. · CIK 0001658788 · Director Warburg Pincus & Co US, LLC · CIK 0001635320 · Director Warburg Pincus (Bermuda) XI, Ltd. · CIK 0001555712 · Director Warburg Pincus Partners II (Cayman), L.P. · CIK 0001658820 · Director Warburg Pincus (Bermuda) Private Equity GP Ltd. · CIK 0001555729 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See explanation of responses. Disclosed balance after: 0 F1 · acquired: This Form 4 is being filed in connection with the sale of shares (the "Sale") of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"). F2 · acquired: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"). F3 · acquired: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B. F4 · acquired: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities"). F5 · acquired: Charles R. Kaye and Joseph P. Landy each are the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaimed beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. F6 · acquired: By reason of the provisions of Rule 16a-1 of the Exchange Act, prior to the date of the Sale, the Warburg Pincus Reporting Persons may have been deemed to be beneficial owners of the 177,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaimed beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein was a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4. F7 · acquired: This filing constitutes a Form 4 exit filing for the Warburg Pincus Reporting Persons. F1 · ownership.direct: This Form 4 is being filed in connection with the sale of shares (the "Sale") of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"). F2 · ownership.direct: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"). F3 · ownership.direct: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B. F4 · ownership.direct: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities"). F5 · ownership.direct: Charles R. Kaye and Joseph P. Landy each are the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaimed beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. F6 · ownership.direct: By reason of the provisions of Rule 16a-1 of the Exchange Act, prior to the date of the Sale, the Warburg Pincus Reporting Persons may have been deemed to be beneficial owners of the 177,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaimed beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein was a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4. F7 · ownership.direct: This filing constitutes a Form 4 exit filing for the Warburg Pincus Reporting Persons. Read SEC document |
| August 14, 2017 Filed Aug 15, 2017 22:05 UTC | WEX Inc. WEX · Entity 2285 | SaleCommon Stock, $0.01 par value per share ("Common Stock") | 2,390,000 | $102.25 | $244,377,500.00 |
DisclosureSEC source: 0000903423-17-000532 · wp2wex.xml · nonDerivative · entry 1 WARBURG PINCUS LLC · CIK 0001162870 · Director WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director WARBURG PINCUS (E&P) XI LLC · CIK 0001678784 · Director WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director Warburg Pincus Partners II (US), L.P. · CIK 0001658788 · Director Warburg Pincus & Co US, LLC · CIK 0001635320 · Director Warburg Pincus (Bermuda) XI, Ltd. · CIK 0001555712 · Director Warburg Pincus Partners II (Cayman), L.P. · CIK 0001658820 · Director Warburg Pincus (Bermuda) Private Equity GP Ltd. · CIK 0001555729 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See explanation of responses. Disclosed balance after: 177,207 F1 · acquired: This Form 4 is being filed in connection with the sale of shares of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"). F2 · acquired: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"). F3 · acquired: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B. F4 · acquired: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities"). F5 · acquired: Charles R. Kaye and Joseph P. Landy are each the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. F6 · acquired: By reason of the provisions of Rule 16a-1 of the Exchange Act, the Warburg Pincus Reporting Persons may be deemed to be beneficial owners of the 177,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaim beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4. F1 · ownership.direct: This Form 4 is being filed in connection with the sale of shares of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"). F2 · ownership.direct: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"). F3 · ownership.direct: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B. F4 · ownership.direct: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities"). F5 · ownership.direct: Charles R. Kaye and Joseph P. Landy are each the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. F6 · ownership.direct: By reason of the provisions of Rule 16a-1 of the Exchange Act, the Warburg Pincus Reporting Persons may be deemed to be beneficial owners of the 177,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaim beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4. Read SEC document |
| May 01, 2017 Filed May 3, 2017 21:41 UTC | WEX Inc. WEX · Entity 2285 | SaleCommon Stock, $0.01 par value per share ("Common Stock") | 1,283,603 | $101.50 | $130,285,704.50 |
DisclosureSEC source: 0000903423-17-000294 · wp2wex.xml · nonDerivative · entry 1 WARBURG PINCUS LLC · CIK 0001162870 · Director WARBURG PINCUS (E&P) XI, L.P. · CIK 0001678774 · Director WARBURG PINCUS (E&P) XI LLC · CIK 0001678784 · Director WARBURG PINCUS PARTNERS (E&P) XI LLC · CIK 0001678783 · Director Warburg Pincus Partners II (US), L.P. · CIK 0001658788 · Director Warburg Pincus & Co US, LLC · CIK 0001635320 · Director Warburg Pincus (Bermuda) XI, Ltd. · CIK 0001555712 · Director Warburg Pincus Partners II (Cayman), L.P. · CIK 0001658820 · Director Warburg Pincus (Bermuda) Private Equity GP Ltd. · CIK 0001555729 · Director Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See explanation of responses. Disclosed balance after: 2,567,207 F1 · acquired: This Form 4 is being filed in connection with the sale of shares of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"), the successor in interest to Mustang HoldCo 1 LLC ("Mustang Holdco"). Mustang Holdco II received the shares of Common Stock of the Issuer previously held by Mustang Holdco in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). F2 · acquired: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"). F3 · acquired: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B. F4 · acquired: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities"). F5 · acquired: Charles R. Kaye and Joseph P. Landy are the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. F6 · acquired: By reason of the provisions of Rule 16a-1 of the Exchange Act, the Warburg Pincus Reporting Persons may be deemed to be beneficial owners of the 2,567,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaim beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4. F7 · acquired: The amount of Common Stock reported as beneficially owned by the Warburg Pincus Reporting Persons (other than Mustang Holdco II) and Mustang Holdco (together with such Warburg Pincus Reporting Persons, the "Form 3 Filing Persons") in the Form 3 previously filed with the U.S. Securities and Exchange Commission (the "SEC") on July 15, 2016 (the "Form 3") included 160,862 shares of Common Stock of the Issuer beneficially owned by third parties (the "Other Holders"). The Form 3 Filing Persons had no pecuniary interest in such shares beneficially owned by the Other Holders and disclaimed beneficial ownership of such shares on the Form 3. Such shares are now directly held by the Other Holders, and neither the Form 3 Filing Persons nor Mustang Holdco II, either directly or indirectly, holds such shares as of the transaction referenced in note (1) above. F1 · ownership.direct: This Form 4 is being filed in connection with the sale of shares of Common Stock of WEX Inc. (the "Issuer") by Mustang HoldCo II LLC ("Mustang Holdco II"), the successor in interest to Mustang HoldCo 1 LLC ("Mustang Holdco"). Mustang Holdco II received the shares of Common Stock of the Issuer previously held by Mustang Holdco in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). F2 · ownership.direct: The unitholders of Mustang Holdco II are Warburg Pincus Private Equity (Lexington) XI - A, L.P. ("WP XI Lexington-A"), WP (Lexington) Holdings II, L.P. ("WP Lexington II"), Warburg Pincus XI (Lexington) Partners - A, L.P. ("WP XI Lexington Partners-A"), Warburg Pincus XI (E&P) Partners - B, L.P. ("WP XI E&P Partners-B"), WP Mustang Co-Invest LLC ("WP Co-Invest LLC"), WP Mustang Co-Invest-B L.P. ("WP Co-Invest-B"), and WP Mustang Co-Invest-C L.P. ("WP Co-Invest-C"). F3 · ownership.direct: WP Lexington II is the managing member of Mustang Holdco II. Warburg Pincus (E&P) XI, L.P. ("WP E&P XI GP") is (i) the general partner of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B, and (ii) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC ("WP E&P XI LLC") is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC ("WPP E&P XI") is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P. ("WP Partners II US") is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC ("WP & Company US") is the general partner of WP Partners II US. Warburg Pincus LLC ("WP LLC") is the manager of WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, and WP XI E&P Partners-B. F4 · ownership.direct: Warburg Pincus (Bermuda) XI, Ltd. ("WP Bermuda XI") is the general partner of WP Co-Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP") is the general partner of WPP II Cayman. Mustang Holdco II, WP XI Lexington-A, WP Lexington II, WP XI Lexington Partners-A, WP XI E&P Partners-B, WP Co-Invest LLC, WP Co-Invest-B, WP Co-Invest-C, WP E&P XI GP, WP E&P XI LLC, WPP E&P XI, WP Partners II US, WP & Company US, WP Bermuda XI, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities"). F5 · ownership.direct: Charles R. Kaye and Joseph P. Landy are the Managing Members of WP & Company US, the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC and, as such, may be deemed to control each of the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares of Common Stock of the Issuer held by the Warburg Pincus Entities. Messrs. Kaye and Landy together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons". Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. F6 · ownership.direct: By reason of the provisions of Rule 16a-1 of the Exchange Act, the Warburg Pincus Reporting Persons may be deemed to be beneficial owners of the 2,567,207 shares of Common Stock of the Issuer held by Mustang Holdco II. The Warburg Pincus Reporting Persons disclaim beneficial ownership of such shares of Common Stock of the Issuer except to the extent of their direct pecuniary interest therein. As of the date of this filing, this Form 4 shall not be deemed an admission that any reporting person or any other person referred to herein is a beneficial owner of any securities of the Issuer for purposes of Section 16 of the Exchange Act, or for any other purpose, or that any reporting person or other person has an obligation to file this Form 4. F7 · ownership.direct: The amount of Common Stock reported as beneficially owned by the Warburg Pincus Reporting Persons (other than Mustang Holdco II) and Mustang Holdco (together with such Warburg Pincus Reporting Persons, the "Form 3 Filing Persons") in the Form 3 previously filed with the U.S. Securities and Exchange Commission (the "SEC") on July 15, 2016 (the "Form 3") included 160,862 shares of Common Stock of the Issuer beneficially owned by third parties (the "Other Holders"). The Form 3 Filing Persons had no pecuniary interest in such shares beneficially owned by the Other Holders and disclaimed beneficial ownership of such shares on the Form 3. Such shares are now directly held by the Other Holders, and neither the Form 3 Filing Persons nor Mustang Holdco II, either directly or indirectly, holds such shares as of the transaction referenced in note (1) above. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.