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person · Reporting owner

Landy Joseph P.

Disclosed activity across 15 companies

Tapewire entity
15795
SEC CIK
0001220638

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Brigham Minerals, Inc.MNRL · Entity 121104DirectorDecember 16, 2019December 19, 2019
CYREN Ltd.CYRN · Entity 12149010% ownerNovember 06, 2019November 08, 2019
CrowdStrike Holdings, Inc.CRWD · Entity 1172DirectorJune 23, 2020June 25, 2020
Endurance International Group Holdings, Inc.EIGI · Entity 1180110% ownerSeptember 30, 2016October 04, 2016
SemGroup CorpSEMG · Entity 153255Director · 10% ownerDecember 05, 2019December 09, 2019
Silk Road Medical IncSILK · Entity 8741710% ownerNovember 26, 2019November 29, 2019
Vital Energy, Inc.LPI · Entity 7153210% ownerAugust 12, 2019August 14, 2019

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.

Brigham Minerals, Inc.

Report date December 16, 2019 · Filed December 19, 2019

Jointly reported with Warburg Pincus & Co US, LLC, WARBURG PINCUS LLC, KAYE CHARLES R

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A common stock, par value $0.01SEC Table I · non-derivativeIndirectBy Brigham Parent Holdings, L.P.3,856,823 Reported balance After 2019-12-16 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-12-16 · Sale · Disposed 1,153,187 · Balance 3,856,823

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: 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: 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." 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: 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: 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.

Class B common stock, par value $0.01SEC Table I · non-derivativeIndirectBy WP Energy Partners Brigham Holdings, L.P.18,008 Reported balance After 2019-12-16 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2019-12-16 · Conversion · Disposed 5,384 · Balance 18,008

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 December 16, 2019, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy WP Energy Partners Brigham Holdings, L.P.0 Last balance in matching sequence After 2019-12-16 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 3 · 2019-12-16 · Conversion · Acquired 5,384 · Balance 5,384

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 December 16, 2019, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 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: 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: 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." 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: 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: 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.

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 4 · 2019-12-16 · Sale · Disposed 5,384 · Balance 0

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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC137,522 Reported balance After 2019-12-16 transaction · row 5 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 5 · 2019-12-16 · Conversion · Disposed 41,119 · Balance 137,522

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 December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 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: 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: 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." 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: 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: 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.

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.

Class A common stock, par value $0.01SEC Table I · non-derivativeIndirectBy Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC0 Last balance in matching sequence After 2019-12-16 transaction · row 7 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 6 · 2019-12-16 · Conversion · Acquired 41,119 · Balance 41,119

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 December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 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: 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: 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." 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: 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: 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.

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.

Row 7 · 2019-12-16 · Sale · Disposed 41,119 · Balance 0

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: 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: 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." 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: 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: 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.

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.

Class B common stock, par value $0.01SEC Table I · non-derivativeIndirectBy Warburg Pincus XI (E&P) Partners-A (Brigham), LLC216,521 Reported balance After 2019-12-16 transaction · row 8 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 8 · 2019-12-16 · Conversion · Disposed 64,739 · Balance 216,521

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 December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy Warburg Pincus XI (E&P) Partners-A (Brigham), LLC0 Last balance in matching sequence After 2019-12-16 transaction · row 10 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 9 · 2019-12-16 · Conversion · Acquired 64,739 · Balance 64,739

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 December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 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: 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: 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." 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: 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: 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.

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 · 2019-12-16 · Sale · Disposed 64,739 · Balance 0

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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy WP Energy Brigham Holdings, L.P.219,934 Reported balance After 2019-12-16 transaction · row 11 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 11 · 2019-12-16 · Conversion · Disposed 65,760 · Balance 219,934

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 December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy WP Energy Brigham Holdings, L.P.0 Last balance in matching sequence After 2019-12-16 transaction · row 13 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 12 · 2019-12-16 · Conversion · Acquired 65,760 · Balance 65,760

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 December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 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: 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: 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." 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: 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: 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.

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 13 · 2019-12-16 · Sale · Disposed 65,760 · Balance 0

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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy WP Brigham Holdings, L.P.348,928 Reported balance After 2019-12-16 transaction · row 14 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 14 · 2019-12-16 · Conversion · Disposed 104,329 · Balance 348,928

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 December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy WP Brigham Holdings, L.P.0 Last balance in matching sequence After 2019-12-16 transaction · row 16 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 15 · 2019-12-16 · Conversion · Acquired 104,329 · Balance 104,329

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 December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 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: 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: 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." 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: 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: 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.

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 16 · 2019-12-16 · Sale · Disposed 104,329 · Balance 0

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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy Warburg Pincus Energy (E&P)-A (Brigham), LLC2,276,984 Reported balance After 2019-12-16 transaction · row 17 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 17 · 2019-12-16 · Conversion · Disposed 680,815 · Balance 2,276,984

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 December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy Warburg Pincus Energy (E&P)-A (Brigham), LLC0 Last balance in matching sequence After 2019-12-16 transaction · row 19 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 18 · 2019-12-16 · Conversion · Acquired 680,815 · Balance 680,815

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 December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 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: 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: 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." 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: 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: 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.

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 19 · 2019-12-16 · Sale · Disposed 680,815 · Balance 0

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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC2,810,102 Reported balance After 2019-12-16 transaction · row 20 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 20 · 2019-12-16 · Conversion · Disposed 840,217 · Balance 2,810,102

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 December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 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: 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: 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." 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: 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: 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.

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-derivativeIndirectBy Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC0 Last balance in matching sequence After 2019-12-16 transaction · row 22 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 21 · 2019-12-16 · Conversion · Acquired 840,217 · Balance 840,217

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 December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 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: 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: 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." 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: 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: 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.

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 22 · 2019-12-16 · Sale · Disposed 840,217 · Balance 0

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: 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: 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." 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: 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: 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.

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 securityIndirectBy WP Energy Partners Brigham Holdings, L.P.18,008 Reported balance After 2019-12-16 transaction · row 23 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 23 · 2019-12-16 · Conversion · Disposed 5,384 · Balance 18,008

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: 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: 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." 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: 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: 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.

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 securityIndirectBy Warburg Pincus Energy (E&P) Partners-A (Brigham), LLC137,522 Reported balance After 2019-12-16 transaction · row 24 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 24 · 2019-12-16 · Conversion · Disposed 41,119 · Balance 137,522

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: 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: 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." 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: 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: 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.

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 securityIndirectBy Warburg Pincus XI (E&P) Partners-A (Brigham), LLC216,521 Reported balance After 2019-12-16 transaction · row 25 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 25 · 2019-12-16 · Conversion · Disposed 64,739 · Balance 216,521

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: 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: 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." 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: 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: 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.

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 securityIndirectBy WP Energy Brigham Holdings, L.P.219,934 Reported balance After 2019-12-16 transaction · row 26 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 26 · 2019-12-16 · Conversion · Disposed 65,760 · Balance 219,934

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: 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: 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." 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: 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: 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.

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 securityIndirectBy WP Brigham Holdings, L.P.348,928 Reported balance After 2019-12-16 transaction · row 27 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 27 · 2019-12-16 · Conversion · Disposed 104,329 · Balance 348,928

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: 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: 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." 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: 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: 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.

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 securityIndirectBy Warburg Pincus Energy (E&P)-A (Brigham), LLC2,276,984 Reported balance After 2019-12-16 transaction · row 28 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 28 · 2019-12-16 · Conversion · Disposed 680,815 · Balance 2,276,984

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: 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: 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." 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: 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: 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.

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 securityIndirectBy Warburg Pincus Private Equity (E&P) XI-A (Brigham), LLC2,810,102 Reported balance After 2019-12-16 transaction · row 29 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 29 · 2019-12-16 · Conversion · Disposed 840,217 · Balance 2,810,102

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: 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: 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." 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: 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: 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.

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: 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: 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." 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: 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: 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.

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 December 16, 2019, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 shares of Class A common stock.

F15: On December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 shares of Class A common stock.

F16: On December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 shares of Class A common stock.

F17: On December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 shares of Class A common stock.

F18: On December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 shares of Class A common stock.

F19: On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.

F20: On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Ordinary SharesSEC Table I · non-derivativeIndirectSee Footnotes32,211,010 Reported balance After 2019-11-06 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-11-06 · Other · Acquired 4,624,277 · Balance 32,211,010

F1: On November 6, 2019, Cyren Ltd. (the "Issuer") consummated a rights offering and WP XII Investments (as defined below) acquired 4,624,277 ordinary shares, nominal value NIS 0.15 per share (the "Ordinary Shares"), of the Issuer in such offering.

F2: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Warburg Pincus Reporting Person"): (i) WP XII Investments B.V., a company incorporated in the Netherlands ("WP XII Investments"); (ii) WP XII Investments Cooperatief U.A., a company incorporated in the Netherlands ("WP XII Investments Cooperatief"); (iii) Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Callisto"); (iv) Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Europa"); (v) Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Ganymede"); (vi) Warburg Pincus Private Equity XII-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII-B"); (vii) Warburg Pincus Private Equity XII-D (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII-D");

F3: (Continued from Footnote 2) (viii) Warburg Pincus Private Equity XII-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII-E"); (ix) Warburg Pincus XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus XII Partners"); (x) WP XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Partners", and together with WP XII Callisto, WP XII Europa, WP XII Ganymede, WP XII-B, WP XII-D, WP XII-E and Warburg Pincus XII Partners, the "WP XII Funds"); (xi) Warburg Pincus LLC, a New York limited liability company ("WP LLC"); (xii) Warburg Pincus (Cayman) XII, L.P., a Cayman Islands exempted limited partnership ("WP XII Cayman GP"); (xiii) Warburg Pincus (Cayman) XII GP LLC, a Delaware limited liability company ("WP XII Cayman GP LLC"); (xiv) Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman");

F4: (Continued from Footnote 3) (xv) Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP", and, together with WP XII Investments, WP XII Investments Cooperatief, the WP XII Funds, WP LLC, WP XII Cayman GP, WP XII Cayman GP LLC, WPP II Cayman and WP Bermuda GP, the "Warburg Entities"); (xvi) Charles R. Kaye; and (xvii) Joseph P. Landy.

F5: WP XII Investments is wholly owned by WP XII Investments Cooperatief, which is wholly owned by the WP XII Funds. WP LLC is the manager of the WP XII Funds and WP XII Cayman GP is the general partner of each of the WP XII Funds. WP XII Cayman GP LLC is the general partner of WP XII Cayman GP. WPP II Cayman is the sole member of WP XII Cayman GP LLC. WP Bermuda GP is the general partner of WPP II Cayman. Charles R. Kaye and Joseph P. Landy are the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC, and may be deemed to control the Warburg Entities.

F6: Reflects 32,211,010 Ordinary Shares directly held by WP XII Investments.

F7: Each of Messrs. Kaye and Landy and each Warburg Entity disclaims beneficial ownership with respect to any ordinary shares of the Issuer, except to the extent of its indirect pecuniary interest in such ordinary shares. 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.

Filing footnotes · ownership attribution and instrument terms

F1: On November 6, 2019, Cyren Ltd. (the "Issuer") consummated a rights offering and WP XII Investments (as defined below) acquired 4,624,277 ordinary shares, nominal value NIS 0.15 per share (the "Ordinary Shares"), of the Issuer in such offering.

F2: This Form 4 is being jointly filed by and on behalf of each of the following persons (each, a "Warburg Pincus Reporting Person"): (i) WP XII Investments B.V., a company incorporated in the Netherlands ("WP XII Investments"); (ii) WP XII Investments Cooperatief U.A., a company incorporated in the Netherlands ("WP XII Investments Cooperatief"); (iii) Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Callisto"); (iv) Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Europa"); (v) Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Ganymede"); (vi) Warburg Pincus Private Equity XII-B (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII-B"); (vii) Warburg Pincus Private Equity XII-D (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII-D");

F3: (Continued from Footnote 2) (viii) Warburg Pincus Private Equity XII-E (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII-E"); (ix) Warburg Pincus XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("Warburg Pincus XII Partners"); (x) WP XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("WP XII Partners", and together with WP XII Callisto, WP XII Europa, WP XII Ganymede, WP XII-B, WP XII-D, WP XII-E and Warburg Pincus XII Partners, the "WP XII Funds"); (xi) Warburg Pincus LLC, a New York limited liability company ("WP LLC"); (xii) Warburg Pincus (Cayman) XII, L.P., a Cayman Islands exempted limited partnership ("WP XII Cayman GP"); (xiii) Warburg Pincus (Cayman) XII GP LLC, a Delaware limited liability company ("WP XII Cayman GP LLC"); (xiv) Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman");

F4: (Continued from Footnote 3) (xv) Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP", and, together with WP XII Investments, WP XII Investments Cooperatief, the WP XII Funds, WP LLC, WP XII Cayman GP, WP XII Cayman GP LLC, WPP II Cayman and WP Bermuda GP, the "Warburg Entities"); (xvi) Charles R. Kaye; and (xvii) Joseph P. Landy.

F5: WP XII Investments is wholly owned by WP XII Investments Cooperatief, which is wholly owned by the WP XII Funds. WP LLC is the manager of the WP XII Funds and WP XII Cayman GP is the general partner of each of the WP XII Funds. WP XII Cayman GP LLC is the general partner of WP XII Cayman GP. WPP II Cayman is the sole member of WP XII Cayman GP LLC. WP Bermuda GP is the general partner of WPP II Cayman. Charles R. Kaye and Joseph P. Landy are the Co-Chairmen and sole Directors of WP Bermuda GP, and the Managing Members and Co-Chief Executive Officers of WP LLC, and may be deemed to control the Warburg Entities.

F6: Reflects 32,211,010 Ordinary Shares directly held by WP XII Investments.

F7: Each of Messrs. Kaye and Landy and each Warburg Entity disclaims beneficial ownership with respect to any ordinary shares of the Issuer, except to the extent of its indirect pecuniary interest in such ordinary shares. 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.

CrowdStrike Holdings, Inc.

Report date June 23, 2020 · Filed June 25, 2020

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeDirect276,707 Reported balance After 2020-06-23 transaction · row 1 Account or security details depend on footnotes; rows are not merged.
1 source row

Row 1 · 2020-06-23 · Gift · Disposed 230 · Balance 276,707

F1: On June 23, 2020, Mr. Landy made a charitable gift of 230 shares of Class A Common Stock (the "Shares").

F2: Bona Fide Gift. No compensation was given to the donor for the gifting of the Shares.

F3: Following the transactions reported in this Form 4, the Trust holds 45,750 Shares and Mr. Landy holds 230,957 Shares.

Filing footnotes · ownership attribution and instrument terms

F1: On June 23, 2020, Mr. Landy made a charitable gift of 230 shares of Class A Common Stock (the "Shares").

F2: Bona Fide Gift. No compensation was given to the donor for the gifting of the Shares.

F3: Following the transactions reported in this Form 4, the Trust holds 45,750 Shares and Mr. Landy holds 230,957 Shares.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, $0.0001 par value per share ("Common Stock")SEC Table I · non-derivativeDirect39,803,544 Reported balance After 2016-09-30 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2016-09-30 · Purchase · Acquired 25,000 · Balance 39,803,544

F1: Represents the number of shares of Common Stock of Endurance International Group Holdings, Inc. (the "Issuer") that Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," together with WP X, the "WP X Funds"), purchased in multiple transactions in the open market: 24,225 by WP X and 775 by WP X Partners.

F4: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP and the general partner of WP Co-Invest. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. (Continued in Footnote 5)

F5: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and together with the WP X Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP, the "Warburg Pincus Entities"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the Warburg Pincus Entities, are collectively referred to herein as the "Warburg Pincus Reporting Persons."

F6: Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its or his pecuniary interest in such shares of Common Stock. The WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each Warburg Pincus Reporting Person 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.

Common StockSEC Table I · non-derivativeDirect39,987,844 Reported balance After 2016-10-04 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2016-10-04 · Purchase · Acquired 184,300 · Balance 39,987,844

F2: Represents the number of shares of Common Stock of the Issuer that the WP X Funds purchased in multiple transactions in the open market: 178,587 by WP X and 5,713 by WP X Partners.

F3: Represents shares of Common Stock of the Issuer held by the following entities: 38,748,221 by WP X and 1,239,623 by WP X Partners. WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest"), continues to hold 12,575,112 shares of Common Stock of the Issuer.

F4: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP and the general partner of WP Co-Invest. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. (Continued in Footnote 5)

F5: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and together with the WP X Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP, the "Warburg Pincus Entities"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the Warburg Pincus Entities, are collectively referred to herein as the "Warburg Pincus Reporting Persons."

F6: Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its or his pecuniary interest in such shares of Common Stock. The WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each Warburg Pincus Reporting Person 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.

Filing footnotes · ownership attribution and instrument terms

F1: Represents the number of shares of Common Stock of Endurance International Group Holdings, Inc. (the "Issuer") that Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), and Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners," together with WP X, the "WP X Funds"), purchased in multiple transactions in the open market: 24,225 by WP X and 775 by WP X Partners.

F2: Represents the number of shares of Common Stock of the Issuer that the WP X Funds purchased in multiple transactions in the open market: 178,587 by WP X and 5,713 by WP X Partners.

F3: Represents shares of Common Stock of the Issuer held by the following entities: 38,748,221 by WP X and 1,239,623 by WP X Partners. WP Expedition Co-Invest L.P., a Delaware limited partnership ("WP Co-Invest"), continues to hold 12,575,112 shares of Common Stock of the Issuer.

F4: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP and the general partner of WP Co-Invest. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. (Continued in Footnote 5)

F5: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC" and together with the WP X Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP, the "Warburg Pincus Entities"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the Warburg Pincus Entities, are collectively referred to herein as the "Warburg Pincus Reporting Persons."

F6: Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its or his pecuniary interest in such shares of Common Stock. The WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP and WP are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each Warburg Pincus Reporting Person 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.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Series A Cumulative Perpetual Convertible Preferred StockSEC Table II · derivative / convertible securityIndirectSee footnotes0 Reported balance After 2019-12-05 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2019-12-05 · Other · Disposed 300,000 · Balance 0

F4: On or after July 19, 2019 (the eighteen month anniversary of the issue date of the Series A Preferred), each share of Series A Preferred is convertible into such number of shares of class A common stock of the Company, par value $0.01 ("Common Stock"), as is equal to the accreted value of such share of Series A Preferred divided by a conversion price, initially $33.00 (subject to adjustment pursuant to the terms of the Series A Certificate of Designations).

F1: Note: This "Exit" Form 4 is voluntarily filed to report solely that the Reporting Person is no longer a beneficial owner of any securities of the Issuer, as of December 5, 2019, and therefore is no longer subject to Section 16 reporting. The Reporting Person did not have any transactions in the Issuer's securities during the time that it was a Section 16 reporting person.

F2: This Form 3 is filed on behalf of WP SemGroup Holdings, L.P., a Delaware limited partnership ("WP SemGroup LP"), WP Cayman SemGroup Holdings, L.P., a Delaware limited partnership and general partner of WP SemGroup LP ("WP Cayman SemGroup LP"), Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership and the general partner of WP Cayman SemGroup LP ("WP Europa PE XII LP"), Warburg Pincus (Cayman) XII, L.P., a Cayman Islands exempted limited partnership and the general partner of WP Europa PE XII LP ("WP Cayman XII LP"), Warburg Pincus (Cayman) XII GP LLC, a Delaware limited liability company and the general partner of WP Cayman XII LP ("WP Cayman XII GP LLC"), Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership and sole member of WP Cayman XII GP LLC ("WPP II Cayman LP"),

F3: (continued from footnote 2) Warburg Pincus (Bermuda) Private Equity GP Ltd., a company registered in the Islands of Bermuda and general partner of WPP II Cayman LP ("WP Bermuda PE GP"), Charles R. Kaye and Joseph P. Landy. Messrs. Kaye and Landy are the sole Directors and Co-Chairmen of WP Bermuda PE GP.

Filing footnotes · ownership attribution and instrument terms

F1: Note: This "Exit" Form 4 is voluntarily filed to report solely that the Reporting Person is no longer a beneficial owner of any securities of the Issuer, as of December 5, 2019, and therefore is no longer subject to Section 16 reporting. The Reporting Person did not have any transactions in the Issuer's securities during the time that it was a Section 16 reporting person.

F2: This Form 3 is filed on behalf of WP SemGroup Holdings, L.P., a Delaware limited partnership ("WP SemGroup LP"), WP Cayman SemGroup Holdings, L.P., a Delaware limited partnership and general partner of WP SemGroup LP ("WP Cayman SemGroup LP"), Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership and the general partner of WP Cayman SemGroup LP ("WP Europa PE XII LP"), Warburg Pincus (Cayman) XII, L.P., a Cayman Islands exempted limited partnership and the general partner of WP Europa PE XII LP ("WP Cayman XII LP"), Warburg Pincus (Cayman) XII GP LLC, a Delaware limited liability company and the general partner of WP Cayman XII LP ("WP Cayman XII GP LLC"), Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership and sole member of WP Cayman XII GP LLC ("WPP II Cayman LP"),

F3: (continued from footnote 2) Warburg Pincus (Bermuda) Private Equity GP Ltd., a company registered in the Islands of Bermuda and general partner of WPP II Cayman LP ("WP Bermuda PE GP"), Charles R. Kaye and Joseph P. Landy. Messrs. Kaye and Landy are the sole Directors and Co-Chairmen of WP Bermuda PE GP.

F4: On or after July 19, 2019 (the eighteen month anniversary of the issue date of the Series A Preferred), each share of Series A Preferred is convertible into such number of shares of class A common stock of the Company, par value $0.01 ("Common Stock"), as is equal to the accreted value of such share of Series A Preferred divided by a conversion price, initially $33.00 (subject to adjustment pursuant to the terms of the Series A Certificate of Designations).

Silk Road Medical Inc

Report date November 26, 2019 · Filed November 29, 2019

Jointly reported with WARBURG PINCUS & CO., WARBURG PINCUS LLC, KAYE CHARLES R

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeDirect5,906,301 Reported balance After 2019-11-26 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-11-26 · Sale · Disposed 1,500,000 · Balance 5,906,301

F1: 1,453,500 shares were sold by WP X Finance, L.P. ("WP X Finance") and 46,500 shares were sold by Warburg Pincus X Partners, L.P. ("WPXP").

F2: 5,723,211 of these shares are held by WP X Finance and 183,090 of these shares are held by WPXP.

F3: WPX GP, L.P., a Delaware limited partnership ("WPX GP"), is the managing general partner of WP X Finance. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), is the general partner of WPX GP. Warburg Pincus X, L.P., a Delaware limited partnership ("WPX LP"), is the general partner of WP X and WPXP. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WPX LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4: (continuation from footnote 3) Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC") is the manager of WP X Finance, WPXP, and WP X. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Chief Executive Officers and Managing Members of WP LLC, and may each be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities.

Filing footnotes · ownership attribution and instrument terms

F1: 1,453,500 shares were sold by WP X Finance, L.P. ("WP X Finance") and 46,500 shares were sold by Warburg Pincus X Partners, L.P. ("WPXP").

F2: 5,723,211 of these shares are held by WP X Finance and 183,090 of these shares are held by WPXP.

F3: WPX GP, L.P., a Delaware limited partnership ("WPX GP"), is the managing general partner of WP X Finance. Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X"), is the general partner of WPX GP. Warburg Pincus X, L.P., a Delaware limited partnership ("WPX LP"), is the general partner of WP X and WPXP. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WPX LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4: (continuation from footnote 3) Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC") is the manager of WP X Finance, WPXP, and WP X. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Chief Executive Officers and Managing Members of WP LLC, and may each be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities.

Vital Energy, Inc.

Report date August 12, 2019 · Filed August 14, 2019

Jointly reported with WARBURG PINCUS LLC, KAYE CHARLES R

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnotes51,170,146 Reported balance After 2019-08-12 transaction · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · 2019-08-12 · Sale · Disposed 69,874 · Balance 51,170,146

F4: See Exhibit 99.1: Note 4.

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

F5: See Exhibit 99.1: Note 5. The sale of 69,874 shares of Common Stock was not a transaction on behalf of the Warburg Pincus Funds, Warburg Pincus LLC, or Warburg Pincus but was on behalf of Charles R. Kaye.

Common StockSEC Table I · non-derivativeIndirectSee Footnotes51,226,490 Reported balance Holding disclosure · report date 2019-08-12 · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · Balance 51,226,490

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

F6: See Exhibit 99.1: Note 6.

Common Stock, par value $0.01 per share (''Common Stock'')SEC Table I · non-derivativeIndirectSee Footnotes51,170,146 Reported balance Holding disclosure · report date 2019-08-12 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 51,170,146

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

Filing footnotes · ownership attribution and instrument terms

F1: See Exhibit 99.1; Note 1.

F2: See Exhibit 99.1; Note 2.

F3: See Exhibit 99.1; Note 3.

F4: See Exhibit 99.1: Note 4.

F5: See Exhibit 99.1: Note 5. The sale of 69,874 shares of Common Stock was not a transaction on behalf of the Warburg Pincus Funds, Warburg Pincus LLC, or Warburg Pincus but was on behalf of Charles R. Kaye.

F6: See Exhibit 99.1: Note 6.

Past disclosures · reporting ended (8)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

ANTERO RESOURCES Corp

Report date June 10, 2019 · Filed June 12, 2019

Jointly reported with WARBURG PINCUS LLC, KAYE CHARLES R

Section 16 reporting ended · disclosed 2019-06-12. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common stock, par value $0.01 per shareSEC Table I · non-derivativeIndirectSee Footnotes0 Reported balance After 2019-06-10 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-06-10 · Sale · Disposed 16,094,190 · Balance 0

F1: Effective June 10, 2019, WP X Partners (as defined below) and WP X O&G (as defined below) sold an aggregate total of 16,094,190 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Resources Corporation (the "Issuer") (the "Sale").

F2: This Form 4 is filed on behalf of Warburg Pincus LLC, a New York limited liability company ("WP LLC") and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of Warburg Pincus & Co., a New York general partnership ("WP") and the Co-Chief Executive Officers and Managing Members of WP LLC (WP LLC, together with Messrs. Kaye and Landy, the "Warburg Pincus Reporting Persons").

F3: Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), was a shareholder of the Company prior to the sale by WP X O&G as reported on a separate Form 4 (the "WP X O&G Sale") and currently holds no shares of Common Stock. Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), was a shareholder of the Company prior to the sale by WP X Partners as reported on a Separate Form 4 (the "WP X Partners Sale" and, together with the WP X O&G Sale, the "Sale") and currently owns no shares of Common Stock. WP LLC manages each of WP X O&G and WP X Partners (collectively, the "WP Funds") and WP is the ultimate general partner of the WP Funds. Therefore, the consummation of the Sale altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock.

F4: Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons.

F5: Each of Charles R. Kaye and Joseph P. Landy serves as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC. Therefore, the consummation of the sale by WP X Partners and WP X O&G reported hereunder altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock. Mr. Kaye currently owns, directly and indirectly, 121,270 shares of Common Stock. Mr. Landy currently owns 565,799 shares of Common Stock.

Filing footnotes · ownership attribution and instrument terms

F1: Effective June 10, 2019, WP X Partners (as defined below) and WP X O&G (as defined below) sold an aggregate total of 16,094,190 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Resources Corporation (the "Issuer") (the "Sale").

F2: This Form 4 is filed on behalf of Warburg Pincus LLC, a New York limited liability company ("WP LLC") and Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of Warburg Pincus & Co., a New York general partnership ("WP") and the Co-Chief Executive Officers and Managing Members of WP LLC (WP LLC, together with Messrs. Kaye and Landy, the "Warburg Pincus Reporting Persons").

F3: Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), was a shareholder of the Company prior to the sale by WP X O&G as reported on a separate Form 4 (the "WP X O&G Sale") and currently holds no shares of Common Stock. Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), was a shareholder of the Company prior to the sale by WP X Partners as reported on a Separate Form 4 (the "WP X Partners Sale" and, together with the WP X O&G Sale, the "Sale") and currently owns no shares of Common Stock. WP LLC manages each of WP X O&G and WP X Partners (collectively, the "WP Funds") and WP is the ultimate general partner of the WP Funds. Therefore, the consummation of the Sale altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock.

F4: Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Reporting Persons.

F5: Each of Charles R. Kaye and Joseph P. Landy serves as Managing General Partner of WP and Co-Chief Executive Officer and Managing Member of WP LLC. Therefore, the consummation of the sale by WP X Partners and WP X O&G reported hereunder altered the indirect beneficial ownership of the Reporting Persons in the shares of Common Stock. Mr. Kaye currently owns, directly and indirectly, 121,270 shares of Common Stock. Mr. Landy currently owns 565,799 shares of Common Stock.

AVALARA, INC.

Report date May 20, 2019 · Filed May 22, 2019

Jointly reported with WARBURG PINCUS & CO., WARBURG PINCUS LLC, KAYE CHARLES R

Section 16 reporting ended · disclosed 2019-05-22. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Footnotes4,859,989 Reported balance After 2019-05-20 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-05-20 · Sale · Disposed 4,400,000 · Balance 4,859,989

F1: WP AVLR Holdco LLC ("WP AVLR") is a wholly owned subsidiary of WPXI Finance, LP ("WPXIF") and Warburg Pincus XI Partners, L.P. ("WPXI Partners"). WPXIF is a subsidiary of Warburg Pincus Private Equity XI, L.P. ("WPXI"). WPXI Partners and WPXI are collectively referred to as the "WPXI Funds." WPXI GP, L.P. ("WPXIF GP") is the managing general partner of WPXIF. WPXI is the general partner of WPXIF GP. Warburg Pincus XI, L.P. ("WP XI GP") is the general partner of each of WPXI and WPXI Partners. WP Global LLC ("WP Global") is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus LLC ("WP LLC") is the manager of the WPXI Funds.

F2: (Continued from Footnote 1) Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus entities.

F3: Each of WPXIF, WPXI Partners, WPXIF GP, WPXI, WP XI GP, WP Global, WPP II, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by WP AVLR, except to the extent of its or his pecuniary interest therein, if any.

Filing footnotes · ownership attribution and instrument terms

F1: WP AVLR Holdco LLC ("WP AVLR") is a wholly owned subsidiary of WPXI Finance, LP ("WPXIF") and Warburg Pincus XI Partners, L.P. ("WPXI Partners"). WPXIF is a subsidiary of Warburg Pincus Private Equity XI, L.P. ("WPXI"). WPXI Partners and WPXI are collectively referred to as the "WPXI Funds." WPXI GP, L.P. ("WPXIF GP") is the managing general partner of WPXIF. WPXI is the general partner of WPXIF GP. Warburg Pincus XI, L.P. ("WP XI GP") is the general partner of each of WPXI and WPXI Partners. WP Global LLC ("WP Global") is the general partner of WP XI GP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus LLC ("WP LLC") is the manager of the WPXI Funds.

F2: (Continued from Footnote 1) Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus entities.

F3: Each of WPXIF, WPXI Partners, WPXIF GP, WPXI, WP XI GP, WP Global, WPP II, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by WP AVLR, except to the extent of its or his pecuniary interest therein, if any.

Section 16 reporting ended · disclosed 2019-11-13. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common stock, par value $0.01 per shareSEC Table I · non-derivativeDirect0 Reported balance After 2019-11-12 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-11-12 · Sale · Disposed 22,253,508 · Balance 0

F1: On November 12, 2019, Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), sold 22,253,508 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Midstream Corporation (the "Issuer"), and WP X O&G's affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners" and, together with WP X O&G, the "WP X O&G Funds"), sold 711,929 shares of Common Stock of the Issuer (collectively, the "Sale").

F2: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F3: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds.

F4: The WP X O&G Funds, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities.

F5: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may have been deemed to be beneficial owners of the Common Stock of the Issuer held collectively by the WP X O&G Funds.

F6: (Continued from Footnote 5) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of the Common Stock of Issuer except to the extent of their pecuniary interest therein. Prior to the Sale, each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC were a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

Common stock, par value $0.01 per shareSEC Table I · non-derivativeIndirectSee Footnote0 Reported balance After 2019-11-12 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2019-11-12 · Sale · Disposed 711,929 · Balance 0

F1: On November 12, 2019, Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), sold 22,253,508 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Midstream Corporation (the "Issuer"), and WP X O&G's affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners" and, together with WP X O&G, the "WP X O&G Funds"), sold 711,929 shares of Common Stock of the Issuer (collectively, the "Sale").

F2: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F3: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds.

F4: The WP X O&G Funds, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities.

F5: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may have been deemed to be beneficial owners of the Common Stock of the Issuer held collectively by the WP X O&G Funds.

F6: (Continued from Footnote 5) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of the Common Stock of Issuer except to the extent of their pecuniary interest therein. Prior to the Sale, each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC were a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

Common stock, par value $0.01 per shareSEC Table I · non-derivativeIndirectSee Footnote0 Reported balance After 2019-11-12 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2019-11-12 · Sale · Disposed 22,965,437 · Balance 0

F1: On November 12, 2019, Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), sold 22,253,508 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Midstream Corporation (the "Issuer"), and WP X O&G's affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners" and, together with WP X O&G, the "WP X O&G Funds"), sold 711,929 shares of Common Stock of the Issuer (collectively, the "Sale").

F2: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F3: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds.

F4: The WP X O&G Funds, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities.

F5: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may have been deemed to be beneficial owners of the Common Stock of the Issuer held collectively by the WP X O&G Funds.

F6: (Continued from Footnote 5) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of the Common Stock of Issuer except to the extent of their pecuniary interest therein. Prior to the Sale, each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC were a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

Filing footnotes · ownership attribution and instrument terms

F1: On November 12, 2019, Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership ("WP X O&G"), sold 22,253,508 shares of common stock, par value $0.01 per share ("Common Stock"), of Antero Midstream Corporation (the "Issuer"), and WP X O&G's affiliated partnership, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners" and, together with WP X O&G, the "WP X O&G Funds"), sold 711,929 shares of Common Stock of the Issuer (collectively, the "Sale").

F2: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X GP"), is the general partner of each of the WP X O&G Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP LP"), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F3: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of each of the WP X O&G Funds.

F4: The WP X O&G Funds, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities.

F5: By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, and Messrs. Kaye and Landy and certain affiliates may have been deemed to be beneficial owners of the Common Stock of the Issuer held collectively by the WP X O&G Funds.

F6: (Continued from Footnote 5) The Warburg Pincus Entities, Messrs. Kaye and Landy and such affiliates disclaim beneficial ownership of the Common Stock of Issuer except to the extent of their pecuniary interest therein. Prior to the Sale, each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC were a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

Section 16 reporting ended · disclosed 2017-08-22. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.0001 per share (?Common Stock?)SEC Table I · non-derivativeDirect0 Reported balance After 2017-08-22 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2017-08-22 · Sale · Disposed 4,109,128 · Balance 0

F1: Prior to the transaction reported herein, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X", and together with WP X Partners, the "WP X Funds"), were the holders of 4,109,128 shares of Common Stock. On August 22, 2017, the WP X Funds sold 4,109,128 shares of Common Stock in the aggregate to Morgan Stanley & Co. LLC for $33.05 a share, pursuant to an Underwriting Agreement, dated as of August 16, 2017 among the WP X Funds, the Issuer, and Morgan Stanley & Co. LLC. After giving effect to the transaction, the WP X Funds are no longer holders of shares of Common Stock. [footnote cont'd]

F2: [continued] WP X indirectly held shares of Common Stock through its wholly owned subsidiary, WP X Finance, L.P., a Delaware limited partnership ("WP X Finance"). WP X is the general partner of WPX GP, L.P., a Delaware limited partnership, which is the managing general partner of WP X Finance. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. [footnote cont'd]

F3: [continued] Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy and, together with the WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC, the "WP Entities") are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to be the beneficial owners of the shares of Common Stock held by the WP X Funds. [footnote cont'd]

F4: [continued] Each WP Entity disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise any of the WP Entities is the beneficial owner of the Common Stock.

Filing footnotes · ownership attribution and instrument terms

F1: Prior to the transaction reported herein, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), and Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WP X", and together with WP X Partners, the "WP X Funds"), were the holders of 4,109,128 shares of Common Stock. On August 22, 2017, the WP X Funds sold 4,109,128 shares of Common Stock in the aggregate to Morgan Stanley & Co. LLC for $33.05 a share, pursuant to an Underwriting Agreement, dated as of August 16, 2017 among the WP X Funds, the Issuer, and Morgan Stanley & Co. LLC. After giving effect to the transaction, the WP X Funds are no longer holders of shares of Common Stock. [footnote cont'd]

F2: [continued] WP X indirectly held shares of Common Stock through its wholly owned subsidiary, WP X Finance, L.P., a Delaware limited partnership ("WP X Finance"). WP X is the general partner of WPX GP, L.P., a Delaware limited partnership, which is the managing general partner of WP X Finance. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WP X Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. [footnote cont'd]

F3: [continued] Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP X Funds. Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy and, together with the WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP and WP LLC, the "WP Entities") are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to be the beneficial owners of the shares of Common Stock held by the WP X Funds. [footnote cont'd]

F4: [continued] Each WP Entity disclaims beneficial ownership with respect to any shares of Common Stock, except to the extent of its pecuniary interest in such shares of Common Stock and this report shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise any of the WP Entities is the beneficial owner of the Common Stock.

Section 16 reporting ended · disclosed 2019-03-01. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common SharesSEC Table I · non-derivativeDirect2,943,178 Reported balance After 2019-03-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-03-01 · Sale · Disposed 13,325,140 · Balance 2,943,178

F1: Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands Private Equity VIII C.V. I, a company incorporated under the laws of the Netherlands ("WP VIII Netherlands") and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors"), which are limited partnerships affiliated with WP VIII (WP VIII Netherlands and WP VIII Investors, together with WP VIII, the "WP VIII Funds"). WP VIII Netherlands and WP VIII Investors sold 386,236 Common Shares and 38,624 Common Shares, respectively, subsequent to which they own 85,782 Common Shares and 8,146 Common Shares, respectively.

Common SharesSEC Table I · non-derivativeDirect2,911,137 Reported balance After 2019-03-01 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 2 · 2019-03-01 · Sale · Disposed 13,179,650 · Balance 2,911,137

F2: Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands International Partners I C.V., a company incorporated under the laws of the Netherlands ("WPIP Netherlands"), and WP-WPIP Investors L.P., a Delaware limited partnership ("WPIP Investors"), which are limited partnerships affiliated with WPIP (WPIP Netherlands and WPIP Investors, together with WPIP, the "WPIP Funds"). WPIP Netherlands and WPIP Investors sold 550,000 Common Shares and 20,350 Common Shares, respectively, subsequent to which they own 121,488 Common Shares and 4,491 Common Shares, respectively.

Common SharesSEC Table I · non-derivativeIndirectSee Footnotes6,074,222 Reported balance After 2019-03-01 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 3 · 2019-03-01 · Sale · Disposed 27,500,000 · Balance 6,074,222

F3: Reflects the aggregate number of Common Shares directly owned by the WP VIII Funds and the WPIP Funds.

F4: WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP VIII Investors GP"), is the general partner of WP VIII Investors. WP-WPIP Investors GP L.P., a Delaware limited partnership ("WPIP Investors GP"), is the general partner of WPIP Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of each of WP VIII Investors GP and WPIP Investors GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII, WP VIII Netherlands, WPIP, and WPIP Netherlands. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. The WP VIII Funds and WPIP Funds are managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC").

F5: Charles R. Kaye is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), WP Partners, WP Partners GP, WP, WP LLC and Mr. Kaye may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by the WP VIII Funds and the WPIP Funds.

F7: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy herein state that this filing shall not be deemed an admission that he or it is the beneficial owner of any such Common Shares covered herein. Each of WP VIII, WPIP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of such Common Shares, except to the extent of its or his pecuniary interest in such Common Shares. 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.

Common SharesSEC Table I · non-derivativeIndirectSee Footnotes6,074,222 Reported balance After 2019-03-01 transaction · row 4 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 4 · 2019-03-01 · Sale · Disposed 27,500,000 · Balance 6,074,222

F6: Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Landy may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by the WP VIII Funds and the WPIP Funds.

F7: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy herein state that this filing shall not be deemed an admission that he or it is the beneficial owner of any such Common Shares covered herein. Each of WP VIII, WPIP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of such Common Shares, except to the extent of its or his pecuniary interest in such Common Shares. 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.

Filing footnotes · ownership attribution and instrument terms

F1: Reflects the number of Common Shares directly owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands Private Equity VIII C.V. I, a company incorporated under the laws of the Netherlands ("WP VIII Netherlands") and WP-WPVIII Investors, L.P., a Delaware limited partnership ("WP VIII Investors"), which are limited partnerships affiliated with WP VIII (WP VIII Netherlands and WP VIII Investors, together with WP VIII, the "WP VIII Funds"). WP VIII Netherlands and WP VIII Investors sold 386,236 Common Shares and 38,624 Common Shares, respectively, subsequent to which they own 85,782 Common Shares and 8,146 Common Shares, respectively.

F2: Reflects the number of Common Shares directly owned by Warburg Pincus International Partners, L.P., a Delaware limited partnership ("WPIP"). This number does not include the number of Common Shares held by Warburg Pincus Netherlands International Partners I C.V., a company incorporated under the laws of the Netherlands ("WPIP Netherlands"), and WP-WPIP Investors L.P., a Delaware limited partnership ("WPIP Investors"), which are limited partnerships affiliated with WPIP (WPIP Netherlands and WPIP Investors, together with WPIP, the "WPIP Funds"). WPIP Netherlands and WPIP Investors sold 550,000 Common Shares and 20,350 Common Shares, respectively, subsequent to which they own 121,488 Common Shares and 4,491 Common Shares, respectively.

F3: Reflects the aggregate number of Common Shares directly owned by the WP VIII Funds and the WPIP Funds.

F4: WP-WPVIII Investors GP L.P., a Delaware limited partnership ("WP VIII Investors GP"), is the general partner of WP VIII Investors. WP-WPIP Investors GP L.P., a Delaware limited partnership ("WPIP Investors GP"), is the general partner of WPIP Investors. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of each of WP VIII Investors GP and WPIP Investors GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is (i) the managing member of WPP GP, and (ii) the general partner of WP VIII, WP VIII Netherlands, WPIP, and WPIP Netherlands. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. The WP VIII Funds and WPIP Funds are managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC").

F5: Charles R. Kaye is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), WP Partners, WP Partners GP, WP, WP LLC and Mr. Kaye may be deemed to be the beneficial owners of any securities reported herein that may be deemed to be beneficially owned by the WP VIII Funds and the WPIP Funds.

F6: Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-Chief Executive Officer of WP LLC. Pursuant to Rule 16a-1 of the Exchange Act, Mr. Landy may be deemed to be the beneficial owner of any securities reported herein that may be deemed to be beneficially owned by the WP VIII Funds and the WPIP Funds.

F7: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of WP VIII, WPIP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy herein state that this filing shall not be deemed an admission that he or it is the beneficial owner of any such Common Shares covered herein. Each of WP VIII, WPIP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy disclaims beneficial ownership of such Common Shares, except to the extent of its or his pecuniary interest in such Common Shares. 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.

Triton International Ltd

Report date March 19, 2019 · Filed March 21, 2019

Jointly reported with Warburg Pincus (Ganymede-II) Private Equity X, L.P., WARBURG PINCUS & CO., WARBURG PINCUS LLC, KAYE CHARLES R

Section 16 reporting ended · disclosed 2019-03-21. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common SharesSEC Table I · non-derivativeDirect0 Reported balance After 2019-03-19 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-03-19 · Sale · Disposed 7,132,790 · Balance 0

F1: The amount sold by each WP Shareholder (defined below) are as follows: (i) Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), selling 2,294,552 Common Shares, (ii) Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II"), selling 2,302,523 Common Shares, (iii) Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), selling 221,779 Common Shares and (iv) Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II", and together with WP X Partners, WP Callisto-II and WP Ganymede-II, the "WP Shareholders", each a "WP Shareholder"), selling 2,313,936 Common Shares.

F2: Warburg Pincus (Europa) X LLC, a Delaware limited liability company ("WP Europa"), is the general partner of WP Europa II. Warburg Pincus (Ganymede) X LLC, a Delaware limited liability company ("WP Ganymede"), is the general partner of WP Ganymede II. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is (i) the general partner of WP X Partners and WP Callisto-II, and (ii) the managing member of WP Europa and WP Ganymede. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP.

F3: Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC", and together with the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC and WP, the "Warburg Pincus Entities"), is the manager of the WP Shareholders.

F4: Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the Warburg Pincus Entities, the "Warburg Pincus Reporting Persons") are each a (i) Managing General Partner of WP and (ii) Managing Member and Co-Chief Executive Officer of WP LLC, and may be deemed to control the Warburg Pincus Entities and to have been the beneficial owners of the Common Shares held by the WP Shareholders.

F5: In addition to the 7,132,790 Common Shares Mr. Kaye may have been deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, Mr. Kaye may be deemed to have beneficial ownership over an additional 4,419 Common Shares, all of which were distributed on November 13, 2017, when the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares to their limited partners (the "Distribution"). Such 4,419 Common Shares are held as follows: 1,473 Common Shares by The Nicole Kaye 2013 GST Trust; 1,473 Common Shares by The Sydney Kaye 2013 GST Trust; and 1,473 Common Shares by The Tyler Kaye 2013 GST Trust.

F6: In addition to the 7,132,790 Common Shares Mr. Landy may have been deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, Mr. Landy may be deemed to have beneficial ownership over an additional 8,500 Common Shares, all of which were distributed in the Distribution. Such 8,500 Common Shares are held by Landy Family Trust u/a DTD 9/10/01.

F7: Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Warburg Pincus Reporting Persons, other than the WP Shareholders, herein states that this Form 4 shall not be deemed an admission that it or he is or was the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaimed beneficial ownership of the Common Shares, except to the extent of its or his pecuniary interest in such Common Shares.

F8: Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and none of the Warburg Pincus Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Warburg Pincus Reporting Persons.

F9: Solely for the purposes of Section 16 of the Exchange Act, each of the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, and WP may have been deemed a director-by-deputization by virtue of their contractual right to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended.

F10: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Warburg Pincus (Europa-II) Private Equity X, L.P., Warburg Pincus Partners GP LLC, Warburg Pincus (Callisto-II) Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus (Europa) X LLC, Warburg Pincus (Ganymede) X LLC, Warburg Pincus X, L.P., Warburg Pincus X GP L.P., WPP GP LLC and Warburg Pincus Partners, L.P. have made a separate Form 4 filing.

Filing footnotes · ownership attribution and instrument terms

F1: The amount sold by each WP Shareholder (defined below) are as follows: (i) Warburg Pincus (Callisto-II) Private Equity X, L.P., a Delaware limited partnership ("WP Callisto-II"), selling 2,294,552 Common Shares, (ii) Warburg Pincus (Ganymede-II) Private Equity X, L.P., a Delaware limited partnership ("WP Ganymede-II"), selling 2,302,523 Common Shares, (iii) Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WP X Partners"), selling 221,779 Common Shares and (iv) Warburg Pincus (Europa-II) Private Equity X, L.P., a Delaware limited partnership ("WP Europa-II", and together with WP X Partners, WP Callisto-II and WP Ganymede-II, the "WP Shareholders", each a "WP Shareholder"), selling 2,313,936 Common Shares.

F2: Warburg Pincus (Europa) X LLC, a Delaware limited liability company ("WP Europa"), is the general partner of WP Europa II. Warburg Pincus (Ganymede) X LLC, a Delaware limited liability company ("WP Ganymede"), is the general partner of WP Ganymede II. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is (i) the general partner of WP X Partners and WP Callisto-II, and (ii) the managing member of WP Europa and WP Ganymede. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP.

F3: Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP LLC"), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP LLC. Warburg Pincus LLC, a New York limited liability company ("WP LLC", and together with the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC and WP, the "Warburg Pincus Entities"), is the manager of the WP Shareholders.

F4: Charles R. Kaye and Joseph P. Landy (Messrs. Kaye and Landy, together with the Warburg Pincus Entities, the "Warburg Pincus Reporting Persons") are each a (i) Managing General Partner of WP and (ii) Managing Member and Co-Chief Executive Officer of WP LLC, and may be deemed to control the Warburg Pincus Entities and to have been the beneficial owners of the Common Shares held by the WP Shareholders.

F5: In addition to the 7,132,790 Common Shares Mr. Kaye may have been deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, Mr. Kaye may be deemed to have beneficial ownership over an additional 4,419 Common Shares, all of which were distributed on November 13, 2017, when the WP Shareholders made a pro rata distribution in kind of 2,496,592 Common Shares to their limited partners (the "Distribution"). Such 4,419 Common Shares are held as follows: 1,473 Common Shares by The Nicole Kaye 2013 GST Trust; 1,473 Common Shares by The Sydney Kaye 2013 GST Trust; and 1,473 Common Shares by The Tyler Kaye 2013 GST Trust.

F6: In addition to the 7,132,790 Common Shares Mr. Landy may have been deemed to have indirect beneficial ownership by virtue of his status as Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC, Mr. Landy may be deemed to have beneficial ownership over an additional 8,500 Common Shares, all of which were distributed in the Distribution. Such 8,500 Common Shares are held by Landy Family Trust u/a DTD 9/10/01.

F7: Pursuant to Rule 16a-1(a)(4) of the Exchange Act of 1934, as amended (the "Exchange Act"), each of the Warburg Pincus Reporting Persons, other than the WP Shareholders, herein states that this Form 4 shall not be deemed an admission that it or he is or was the beneficial owner of any of the Common Shares of the Issuer reported in this Form 4. Each of WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, WP, WP LLC and Messrs. Kaye and Landy disclaimed beneficial ownership of the Common Shares, except to the extent of its or his pecuniary interest in such Common Shares.

F8: Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and none of the Warburg Pincus Reporting Persons has responsibility for the accuracy or completeness of information supplied by another of the Warburg Pincus Reporting Persons.

F9: Solely for the purposes of Section 16 of the Exchange Act, each of the WP Shareholders, WP Europa, WP Ganymede, WP X LP, WP X GP, WPP GP, WP Partners, WPP GP LLC, and WP may have been deemed a director-by-deputization by virtue of their contractual right to appoint one or more directors to the board of directors of the Issuer, pursuant to that certain Sponsor Shareholders Agreement (Warburg Pincus), by and among the Issuer and the shareholders party thereto, dated as of November 9, 2015, as amended.

F10: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Warburg Pincus (Europa-II) Private Equity X, L.P., Warburg Pincus Partners GP LLC, Warburg Pincus (Callisto-II) Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus (Europa) X LLC, Warburg Pincus (Ganymede) X LLC, Warburg Pincus X, L.P., Warburg Pincus X GP L.P., WPP GP LLC and Warburg Pincus Partners, L.P. have made a separate Form 4 filing.

Section 16 reporting ended · disclosed 2017-11-16. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, $0.01 par value per share ("Common Stock")SEC Table I · non-derivativeDirect0 Reported balance After 2017-11-15 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 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.

Section 16 reporting ended · disclosed 2017-11-21. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.01 per share ("Common Stock")SEC Table I · non-derivativeDirect0 Reported balance After 2017-11-21 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2017-11-21 · Sale · Disposed 7,562,890 · Balance 0

F1: See Exhibit 99.1, note (1)

F2: See Exhibit 99.1, note (2)

Filing footnotes · ownership attribution and instrument terms

F1: See Exhibit 99.1, note (1)

F2: See Exhibit 99.1, note (2)

Transaction history

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Purchases/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 dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
June 23, 2020 Filed Jun 25, 2020 20:05 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 GiftClass A Common Stock 230 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-076853 · a4.xml · nonDerivative · entry 1

Landy Joseph P. · CIK 0001220638 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 276,707

F1 · shares: On June 23, 2020, Mr. Landy made a charitable gift of 230 shares of Class A Common Stock (the "Shares").

F2 · price: Bona Fide Gift. No compensation was given to the donor for the gifting of the Shares.

F3 · balance_after: Following the transactions reported in this Form 4, the Trust holds 45,750 Shares and Mr. Landy holds 230,957 Shares.

Read SEC document
June 22, 2020 Filed Jun 23, 2020 01:35 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 GiftClass A Common Stock 6,070 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-075771 · a4.xml · nonDerivative · entry 3

Landy Joseph P. · CIK 0001220638 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 276,937

F3 · shares: On June 22, 2020, Mr. Landy made a charitable gift of 6,070 Shares.

F4 · price: Bona Fide Gift. No compensation was given to the donor for the gifting of the Shares.

F5 · balance_after: Following the transactions reported in this Form 4, the Trust holds 45,750 Shares and Mr. Landy holds 231,187 Shares.

Read SEC document
June 18, 2020 Filed Jun 23, 2020 01:35 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 SaleClass A Common Stock 10,000 $101.51 $1,015,100.00
Disclosure

SEC source: 0001104659-20-075771 · a4.xml · nonDerivative · entry 2

Landy Joseph P. · CIK 0001220638 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 283,007

F2 · price: The price reported in Column 4 is a weighted average price. These Shares were sold by Joseph P. Landy in multiple transactions at prices ranging from $101.46 to $101.55 per share, inclusive. The reporting person undertakes to provide to CrowdStrike Holdings, Inc., any security holder of CrowdStrike Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

Read SEC document
June 18, 2020 Filed Jun 23, 2020 01:35 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 SaleClass A Common Stock 40,000 $100.06 $4,002,400.00
Disclosure

SEC source: 0001104659-20-075771 · a4.xml · nonDerivative · entry 1

Landy Joseph P. · CIK 0001220638 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 293,007

F1 · price: The price reported in Column 4 is a weighted average price. These shares of Class A Common Stock (the "Shares") were sold by the Landy Family Trust (the "Trust"), of which Joseph P. Landy is the investment advisor, in multiple transactions at prices ranging from $100.00 to $100.20 per share, inclusive. The reporting person undertakes to provide to CrowdStrike Holdings, Inc., any security holder of CrowdStrike Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

Read SEC document
June 04, 2020 Filed Jun 5, 2020 12:37 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 OtherClass A Common Stock 147,707 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-070074 · a4.xml · nonDerivative · entry 1

Landy Joseph P. · CIK 0001220638 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 333,007

F1 · price: On June 4, 2020, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. distributed an aggregate of 9,993,855 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F2 · price: Following the Distribution, entities of which Mr. Landy is the beneficial owner hold 333,007 shares of Class A Common Stock, having received 147,707 shares of Class A Common Stock in connection with the Distribution.

Read SEC document
January 13, 2020 Filed Jan 14, 2020 12:34 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass B Common Stock · Derivative 8,987,370 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-003623 · a4.xml · derivative · entry 4

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 27,455,818

Underlying: Class A Common Stock · 8,987,370 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.

F2 · derivative.exercise_price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.

F8 · derivative.exercise_price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.

F2 · price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.

F8 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.exercise_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.

F2 · derivative.exercise_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.

F8 · derivative.exercise_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.expiration_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.

F2 · derivative.expiration_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.

F8 · derivative.expiration_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.

F3 · ownership.nature: On January 13, 2020, the WPP Funds distributed an aggregate 8,987,370 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F4 · ownership.nature: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 185,300 shares of Class A Common Stock, having received 107,758 shares of Class A Common Stock in connection with the Distribution.

F5 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F6 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 4.

F7 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
January 13, 2020 Filed Jan 14, 2020 12:34 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 GrantClass A Common Stock 107,758 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-003623 · a4.xml · nonDerivative · entry 3

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 185,300

F4 · price: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 185,300 shares of Class A Common Stock, having received 107,758 shares of Class A Common Stock in connection with the Distribution.

Read SEC document
January 13, 2020 Filed Jan 14, 2020 12:34 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 OtherClass A Common Stock 8,987,370 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-003623 · a4.xml · nonDerivative · entry 2

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F3 · price: On January 13, 2020, the WPP Funds distributed an aggregate 8,987,370 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.

F3 · ownership.nature: On January 13, 2020, the WPP Funds distributed an aggregate 8,987,370 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F4 · ownership.nature: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 185,300 shares of Class A Common Stock, having received 107,758 shares of Class A Common Stock in connection with the Distribution.

F5 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F6 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 4.

F7 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
January 13, 2020 Filed Jan 14, 2020 12:34 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass A Common Stock 8,987,370 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-003623 · a4.xml · nonDerivative · entry 1

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 8,987,370

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 26,602,653 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 8,708,657 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on January 13, 2020.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 853,165 shares of Class B Common Stock, having converted 278,713 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on January 13, 2020.

F3 · ownership.nature: On January 13, 2020, the WPP Funds distributed an aggregate 8,987,370 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F4 · ownership.nature: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 185,300 shares of Class A Common Stock, having received 107,758 shares of Class A Common Stock in connection with the Distribution.

F5 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F6 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 4.

F7 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
January 06, 2020 Filed Jan 9, 2020 01:23 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass B Common Stock · Derivative 5,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-002367 · a4.xml · derivative · entry 4

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 36,443,188

Underlying: Class A Common Stock · 5,000,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 35,311,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on January 6, 2020.

F2 · derivative.exercise_price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,131,878 shares of Class B Common Stock, having converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on January 6, 2020.

F6 · derivative.exercise_price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 35,311,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on January 6, 2020.

F2 · price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,131,878 shares of Class B Common Stock, having converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on January 6, 2020.

F6 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.exercise_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 35,311,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on January 6, 2020.

F2 · derivative.exercise_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,131,878 shares of Class B Common Stock, having converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on January 6, 2020.

F6 · derivative.exercise_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.expiration_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 35,311,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on January 6, 2020.

F2 · derivative.expiration_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,131,878 shares of Class B Common Stock, having converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on January 6, 2020.

F6 · derivative.expiration_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 35,311,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on January 6, 2020.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,131,878 shares of Class B Common Stock, having converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on January 6, 2020.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
January 06, 2020 Filed Jan 9, 2020 01:23 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 SaleClass A Common Stock 5,000,000 $53.00 $265,000,000.00
Disclosure

SEC source: 0001104659-20-002367 · a4.xml · nonDerivative · entry 2

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 35,311,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on January 6, 2020.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,131,878 shares of Class B Common Stock, having converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on January 6, 2020.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
January 06, 2020 Filed Jan 9, 2020 01:23 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass A Common Stock 5,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-20-002367 · a4.xml · nonDerivative · entry 1

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,000,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 35,311,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on January 6, 2020.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,131,878 shares of Class B Common Stock, having converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on January 6, 2020.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionBrigham Minerals Holdings, LLC common unit · Derivative 840,217 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · derivative · entry 29

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 2,810,102

Underlying: Class A common stock, par value $0.01 · 840,217 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

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 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.

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 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.

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 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 · 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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionBrigham Minerals Holdings, LLC common unit · Derivative 680,815 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · derivative · entry 28

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 2,276,984

Underlying: Class A common stock, par value $0.01 · 680,815 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

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 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.

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 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.

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 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 · 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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionBrigham Minerals Holdings, LLC common unit · Derivative 104,329 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · derivative · entry 27

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 348,928

Underlying: Class A common stock, par value $0.01 · 104,329 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

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 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.

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 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.

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 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 · 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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionBrigham Minerals Holdings, LLC common unit · Derivative 65,760 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · derivative · entry 26

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 219,934

Underlying: Class A common stock, par value $0.01 · 65,760 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

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 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.

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 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.

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 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 · 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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionBrigham Minerals Holdings, LLC common unit · Derivative 64,739 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · derivative · entry 25

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 216,521

Underlying: Class A common stock, par value $0.01 · 64,739 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

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 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.

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 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.

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 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 · 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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionBrigham Minerals Holdings, LLC common unit · Derivative 41,119 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · derivative · entry 24

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 137,522

Underlying: Class A common stock, par value $0.01 · 41,119 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

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 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.

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 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.

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 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 · 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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionBrigham Minerals Holdings, LLC common unit · Derivative 5,384 $0.00 $0.00
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · derivative · entry 23

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 18,008

Underlying: Class A common stock, par value $0.01 · 5,384 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

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 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.

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 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.

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 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 · 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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 840,217 $17.38 $14,599,610.59
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 22

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 0

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass A common stock, par value $0.01 840,217 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 21

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 840,217

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass B common stock, par value $0.01 840,217 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 20

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 2,810,102

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 680,815 $17.38 $11,829,841.44
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 19

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 0

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass A common stock, par value $0.01 680,815 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 18

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 680,815

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass B common stock, par value $0.01 680,815 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 17

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 2,276,984

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE E&P-A Brigham requested that 680,815 shares of Class B common stock and 680,815 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 680,815 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 104,329 $17.38 $1,812,820.70
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 16

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 0

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass A common stock, par value $0.01 104,329 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 15

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 104,329

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass B common stock, par value $0.01 104,329 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 14

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 348,928

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WP Brigham Holdings requested that 104,329 shares of Class B common stock and 104,329 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 104,329 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 65,760 $17.38 $1,142,645.76
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 13

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 0

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass A common stock, par value $0.01 65,760 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 12

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 65,760

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass B common stock, par value $0.01 65,760 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 11

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 219,934

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE Brigham Holdings requested that 65,760 shares of Class B common stock and 65,760 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 65,760 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 64,739 $17.38 $1,124,904.86
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 10

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 0

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass A common stock, par value $0.01 64,739 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 9

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 64,739

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 shares of Class A common stock.

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass B common stock, par value $0.01 64,739 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 8

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 216,521

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WP XI E&P Partners-A Brigham requested that 64,739 shares of Class B common stock and 64,739 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 64,739 shares of Class A common stock.

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 41,119 $17.38 $714,483.74
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 7

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 0

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass A common stock, par value $0.01 41,119 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 6

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 41,119

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 shares of Class A common stock.

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass B common stock, par value $0.01 41,119 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 5

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 137,522

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE E&P Partners-A Brigham requested that 41,119 shares of Class B common stock and 41,119 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 41,119 shares of Class A common stock.

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.

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 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 · ownership.nature: 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 5,384 $17.38 $93,552.38
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 4

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 0

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass A common stock, par value $0.01 5,384 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 3

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 5,384

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 ConversionClass B common stock, par value $0.01 5,384 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 2

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · Director

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: 18,008

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F13 · 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 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 · price: On December 16, 2019, WPE Partners Brigham Holdings requested that 5,384 shares of Class B common stock and 5,384 Common Units be redeemed, and Brigham LLC elected to redeem such securities for an aggregate of 5,384 shares of Class A common stock.

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.

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 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.

Read SEC document
December 16, 2019 Filed Dec 19, 2019 00:02 UTC Brigham Minerals, Inc. MNRL · Entity 121104 SaleClass A common stock, par value $0.01 1,153,187 $17.38 $20,037,777.31
Disclosure

SEC source: 0000899243-19-029587 · doc4.xml · nonDerivative · entry 1

Warburg Pincus & Co US, LLC · CIK 0001635320 · Director · 10% owner

WARBURG PINCUS LLC · CIK 0001162870 · Director · 10% owner

KAYE CHARLES R · CIK 0001239318 · Director

Landy Joseph P. · CIK 0001220638 · 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
December 16, 2019 Filed Dec 17, 2019 13:15 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass B Common Stock · Derivative 5,995,588 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-073241 · a4.xml · derivative · entry 4

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 41,443,188

Underlying: Class A Common Stock · 5,995,588 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 40,156,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 5,811,864 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on December 16, 2019.

F2 · derivative.exercise_price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,286,878 shares of Class B Common Stock, having converted 183,724 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on December 16, 2019.

F8 · derivative.exercise_price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 40,156,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 5,811,864 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on December 16, 2019.

F2 · price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,286,878 shares of Class B Common Stock, having converted 183,724 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on December 16, 2019.

F8 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.exercise_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 40,156,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 5,811,864 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on December 16, 2019.

F2 · derivative.exercise_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,286,878 shares of Class B Common Stock, having converted 183,724 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on December 16, 2019.

F8 · derivative.exercise_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.expiration_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 40,156,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 5,811,864 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on December 16, 2019.

F2 · derivative.expiration_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,286,878 shares of Class B Common Stock, having converted 183,724 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on December 16, 2019.

F8 · derivative.expiration_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 40,156,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 5,811,864 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on December 16, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,286,878 shares of Class B Common Stock, having converted 183,724 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on December 16, 2019.

F3 · ownership.nature: On December 16, 2019, the WPP Funds distributed an aggregate of 5,995,588 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F4 · ownership.nature: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 77,542 shares of Class A Common Stock, having received such shares of Class A Common Stock in connection with the Distribution.

F5 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F6 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 4.

F7 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
December 16, 2019 Filed Dec 17, 2019 13:15 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 GrantClass A Common Stock 77,542 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-073241 · a4.xml · nonDerivative · entry 3

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 77,542

F4 · price: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 77,542 shares of Class A Common Stock, having received such shares of Class A Common Stock in connection with the Distribution.

Read SEC document
December 16, 2019 Filed Dec 17, 2019 13:15 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 OtherClass A Common Stock 5,995,588 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-073241 · a4.xml · nonDerivative · entry 2

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F3 · price: On December 16, 2019, the WPP Funds distributed an aggregate of 5,995,588 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 40,156,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 5,811,864 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on December 16, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,286,878 shares of Class B Common Stock, having converted 183,724 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on December 16, 2019.

F3 · ownership.nature: On December 16, 2019, the WPP Funds distributed an aggregate of 5,995,588 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F4 · ownership.nature: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 77,542 shares of Class A Common Stock, having received such shares of Class A Common Stock in connection with the Distribution.

F5 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F6 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 4.

F7 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
December 16, 2019 Filed Dec 17, 2019 13:15 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass A Common Stock 5,995,588 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-073241 · a4.xml · nonDerivative · entry 1

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,995,588

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 40,156,310 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having converted 5,811,864 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and distributed such shares of Class A Common Stock, each on December 16, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,286,878 shares of Class B Common Stock, having converted 183,724 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and distributed such shares of Class A Common Stock, each on December 16, 2019.

F3 · ownership.nature: On December 16, 2019, the WPP Funds distributed an aggregate of 5,995,588 shares of Class A Common Stock to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities, with no consideration being paid in connection therewith (the "Distribution").

F4 · ownership.nature: Following the Distribution, entities of which Joseph P. Landy is the beneficial owner hold 77,542 shares of Class A Common Stock, having received such shares of Class A Common Stock in connection with the Distribution.

F5 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F6 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Entities except to the extent of their pecuniary interest therein. Mr. Landy also serves as a director of the Issuer and is reporting on a separate Form 4.

F7 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
December 10, 2019 Filed Dec 12, 2019 01:45 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass B Common Stock · Derivative 5,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-071950 · a4.xml · derivative · entry 6

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 47,438,776

Underlying: Class A Common Stock · 5,000,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · derivative.exercise_price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · derivative.exercise_price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.exercise_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · derivative.exercise_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · derivative.exercise_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.expiration_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · derivative.expiration_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · derivative.expiration_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
December 10, 2019 Filed Dec 12, 2019 01:45 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 SaleClass A Common Stock 5,000,000 $45.89 $229,450,000.00
Disclosure

SEC source: 0001104659-19-071950 · a4.xml · nonDerivative · entry 4

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

Read SEC document
December 10, 2019 Filed Dec 12, 2019 01:45 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass A Common Stock 5,000,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-071950 · a4.xml · nonDerivative · entry 3

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 5,000,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

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December 09, 2019 Filed Dec 12, 2019 01:45 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 ConversionClass B Common Stock · Derivative 2,500,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-19-071950 · a4.xml · derivative · entry 5

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 52,438,776

Underlying: Class A Common Stock · 2,500,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · derivative.exercise_price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · derivative.exercise_price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · price: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · price: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · price: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.exercise_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · derivative.exercise_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · derivative.exercise_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · derivative.expiration_date: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · derivative.expiration_date: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F6 · derivative.expiration_date: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. All shares of Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain specified events.

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

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December 09, 2019 Filed Dec 12, 2019 01:45 UTC CrowdStrike Holdings, Inc. CRWD · Entity 1172 SaleClass A Common Stock 2,500,000 $49.70 $124,250,000.00
Disclosure

SEC source: 0001104659-19-071950 · a4.xml · nonDerivative · entry 2

Landy Joseph P. · CIK 0001220638 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · ownership.nature: This Form 4 is filed on behalf of Joseph P. Landy. All shares indicated as indirectly owned by Mr. Landy are included because of his affiliation with the Warburg Pincus Entities (as defined below). Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities. Following the transactions reported in this Form 4, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership ("WPPE X"), is a holder of record of 45,968,174 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"), having (x) converted 2,422,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock of the Issuer (the "Class A Common Stock"), and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 4,845,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F2 · ownership.nature: Following the transactions reported in this Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership ("WPXP" and together with WPPE X, the "WPP Funds"), is a holder of record of 1,470,602 shares of Class B Common Stock, having (x) converted 77,500 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 9, 2019, and (y) converted 155,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and sold such shares of Class A Common Stock, each on December 10, 2019.

F3 · ownership.nature: Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of the WPP Funds. Warburg Pincus X GP L.P., a Delaware limited partnership ("WP X GP"), is the general partner of WP X LP. WPP GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WP X GP. Warburg Pincus Partners, L.P., a Delaware limited partnership ("WP Partners"), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WP Partners GP"), is the general partner of WP Partners.

F4 · ownership.nature: Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WPP Funds. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may each be deemed to control the Warburg Pincus Entities. Mr. Landy disclaims beneficial ownership of all shares held by the Warburg Pincus Entities.

F5 · ownership.nature: Each of the WPP Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the "Warburg Pincus Entities."

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.