UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Brigham Minerals, Inc.
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(Name of Issuer)
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Class A common stock, par value $0.01 per share
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(Title of Class of Securities)
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10918L103
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(CUSIP Number)
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December 31, 2022
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 10918L103
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SCHEDULE 13G/A
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Page 2 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Pine Brook Road Advisors, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 10918L103
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SCHEDULE 13G/A
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Page 3 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Pine Brook BXP Intermediate, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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|
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|
| 0 |
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|
|||
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|
||||
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6
|
SHARED VOTING POWER
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||
| 0 |
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|||
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||||
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7
|
SOLE DISPOSITIVE POWER
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| 0 |
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||||
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8
|
SHARED DISPOSITIVE POWER
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||
| 0 |
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
| 0 |
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|||
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||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| PN |
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CUSIP No. 10918L103
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SCHEDULE 13G/A
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Page 4 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Pine Brook BXP II Intermediate, L.P.
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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| 0 |
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|||
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||||
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6
|
SHARED VOTING POWER
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0
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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||||
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8
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SHARED DISPOSITIVE POWER
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| 0 |
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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| 0 |
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 10918L103
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SCHEDULE 13G/A
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Page 5 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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Pine Brook PD Intermediate, L.P.
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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|||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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|
| 0 |
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|
|||
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||||
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6
|
SHARED VOTING POWER
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||
| 0 |
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|
|||
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|
||||
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7
|
SOLE DISPOSITIVE POWER
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||
| 0 |
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|||
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||||
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8
|
SHARED DISPOSITIVE POWER
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| 0 |
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
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|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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||
|
☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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|
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||
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0.0%
|
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|||
|
|
|
||||
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12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
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||||
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CUSIP No. 10918L103
|
SCHEDULE 13G/A
|
Page 6 of 13 Pages
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1
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NAMES OF REPORTING PERSONS
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PBRA, LLC
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
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||
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|||
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
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|
|||
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|
||||
|
CUSIP No. 10918L103
|
SCHEDULE 13G/A
|
Page 7 of 13 Pages
|
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1
|
NAMES OF REPORTING PERSONS
|
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||
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Pine Brook Capital Partners II, L.P.
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|
|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
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|
|||
|
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
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0.0%
|
|
|
|||
|
|
|
||||
|
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
|
PN
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|||
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||||
|
CUSIP No. 10918L103
|
SCHEDULE 13G/A
|
Page 8 of 13 Pages
|
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1
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NAMES OF REPORTING PERSONS
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Pine Brook Road Associates II, L.P.
|
|
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|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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|
||
|
|
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|
|||
|
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|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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||
|
Delaware
|
|
|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
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||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
|
PN
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|||
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||||
|
CUSIP No. 10918L103
|
SCHEDULE 13G/A
|
Page 9 of 13 Pages
|
|
1
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NAMES OF REPORTING PERSONS
|
|
|
||
|
Howard H. Newman
|
|
|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
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|||
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|
||||
|
CUSIP No. 10918L103
|
SCHEDULE 13G/A
|
Page 10 of 13 Pages
|
| Item 1. |
(a) Name of Issuer
|
Brigham Minerals, Inc.
| Item 1. |
(b) Address of Issuer’s Principal Executive Offices
|
5914 W. Courtyard Drive, Suite 200
Austin, TX 78730
| Item 2. |
(a) Name of Person Filing
|
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Pine Brook Road Advisors, L.P.
(ii) Pine Brook BXP Intermediate, L.P.
(iii) Pine Brook BXP II Intermediate, L.P.
(iv) Pine Brook PD Intermediate, L.P.
(v) PBRA, LLC
(vi) Pine Brook Capital Partners II, L.P.
(vii) Pine Brook Road Associates II, L.P.
(viii) Howard H. Newman
* The Reporting Persons have entered into a Joint Filing Agreement, dated January 31, 2023, a copy of which is attached as Exhibit I to this statement on Schedule 13G/A, pursuant to which the
Reporting Persons agreed to file this statement on Schedule 13G/A and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The principal business office for Pine Brook Road Advisors, L.P. is 346 Pine Brook Road, Bedford, NY 10506. The principal business office for all other
Reporting Persons is c/o Pine Brook Road Partners, LLC, 60 East 42nd Street, Suite 3014, New York, NY 10165.
|
(c)
|
Citizenship
|
Please refer to Item 4 on each cover sheet for each Reporting Person
| Item 2. |
(d) Title of Class of Securities
|
Class A common stock, par value $0.01 per share
| Item 2. |
(e) CUSIP No.:
|
10918L103
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
(d)
|
☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Not Applicable
| Item 4. |
Ownership
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Information with respect to the Reporting Persons' ownership of the common stock as of December 31, 2022, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective
Reporting Person.
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CUSIP No. 10918L103
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SCHEDULE 13G/A
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Page 11 of 13 Pages
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| Item 5. |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☒.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
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Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group
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Not Applicable.
| Item 10. |
Certification
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Not Applicable.
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CUSIP No. 10918L103
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SCHEDULE 13G/A
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Page 12 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 31, 2023
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Pine Brook Road Advisors, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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PBRA, LLC
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook Capital Partners II, L.P.
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By:
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Pine Brook Road Associates II, L.P., its general partner
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook Road Associates II, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook PD Intermediate, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook BXP Intermediate, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook BXP II Intermediate, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Howard H. Newman
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By:
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/s/ Howard H. Newman
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Howard H. Newman
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CUSIP No. 10918L103
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SCHEDULE 13G/A
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Page 13 of 13 Pages
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed
on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: January 31, 2023
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Pine Brook Road Advisors, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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PBRA, LLC
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook Capital Partners II, L.P.
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By:
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Pine Brook Road Associates II, L.P., its general partner
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook Road Associates II, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook PD Intermediate, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook BXP Intermediate, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Pine Brook BXP II Intermediate, L.P.
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By:
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PBRA, LLC, its general partner
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By:
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/s/ Elan Stukov
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Elan Stukov, Vice President, Chief Compliance Officer and Chief Financial Officer
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Howard H. Newman
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By:
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/s/ Howard H. Newman
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Howard H. Newman
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