As filed with the Securities and Exchange Commission on January 18, 2022
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BLACK STONE MINERALS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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47-1846692
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1001 Fannin Street, Suite 2020
Houston, Texas
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77002
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(Address of Principal Executive Office)
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(Zip Code)
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BLACK STONE MINERALS, L.P. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Steve Putman
Senior
Vice President, General Counsel, and Secretary
1001 Fannin Street, Suite 2020
Houston, Texas 77002
(Name and address of agent for service)
(713) 658-0647
(Telephone number, including area code, of agent for service)
Copy to:
Shane
Tucker
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3900
Dallas, Texas 75201
(214) 220-7700
(Telephone Number, Including Area Code)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller Reporting Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
Registered (1)
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Proposed
maximum
offering price
per unit (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common units representing limited partner interests
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10,000,000
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$11.315
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$113,150,000
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$10,489.01
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(1)
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Pursuant to Rule 416(a) under the Securities Act, this Registration Statement on Form S-8 (this “Registration Statement”) also covers such additional common units representing limited partner interests (“Units”) as may become issuable pursuant to the adjustment provisions of the
Black Stone Minerals, L.P. Long-Term Incentive Plan (the “Plan”).
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(2)
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Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h)
under the Securities Act. The price for the Units being registered hereby is calculated on the basis of the average high and low sale prices of Black Stone Minerals, L.P.’s (the “Registrant’s”) common units on January 10,
2022 (a date within five business days prior to the date of filing this Registration Statement) as reported on the New York Stock Exchange.
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