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.

Names of Reporting Persons

YORKTOWN ENERGY PARTNERS XI, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,402,421 ⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

1,402,421 ⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,402,421 of Class A common stock ⁽¹⁾

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)

6.0% ⁽²⁾

Type of Reporting Person (See Instructions)

PN

Beneficial ownership of the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Brigham Minerals, Inc. (the “Issuer”) referred to herein is being reported hereunder solely because the reporting person directly owns 1,402,421 shares of Class B common stock of the Issuer (“Class B Common Stock”) and 1,402,421 membership interests (“Brigham LLC Units”) in Brigham Minerals Holdings, LLC (“Brigham LLC”), which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Limited Liability Company Agreement of Brigham LLC (the “Brigham LLC Agreement”). Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Based on 21,997,198 shares of Class A Common Stock of the Issuer issued and outstanding as of April 24, 2019, following the exercise in full of the underwriters’ option as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2019, as set forth in the prospectus dated April 17, 2019, filed by the Issuer with the SEC on April 19, 2019 (the “Prospectus”) and 1,402,421 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Brigham LLC Units as described above.

Names of Reporting Persons

YORKTOWN XI COMPANY LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,402,421 ⁽¹⁾⁽²⁾

Shared Voting Power

0

Sole Dispositive Power

1,402,421 ⁽¹⁾⁽²⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,402,421 of Class A common stock ⁽¹⁾⁽²⁾

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)

6.0% ⁽³⁾

Type of Reporting Person (See Instructions)

PN

Beneficial ownership of the Class A Common Stock of the Issuer referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own 1,402,421 shares of Class B Common Stock and 1,402,421 Brigham LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Brigham LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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

Based on 21,997,198 shares of Class A Common Stock of the Issuer issued and outstanding as of April 24, 2019, following the exercise in full of the underwriters’ option as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 29, 2019, as set forth in the Prospectus and 1,402,421 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Brigham LLC Units as described above.

Names of Reporting Persons

YORKTOWN XI ASSOCIATES LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,402,421 ⁽¹⁾⁽²⁾

Shared Voting Power

0

Sole Dispositive Power

1,402,421 ⁽¹⁾⁽²⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,402,421 of Class A common stock ⁽¹⁾⁽²⁾

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (9)

6.0% ⁽³⁾

Type of Reporting Person (See Instructions)

OO

Beneficial ownership of the Class A Common Stock of the Issuer referred to herein is being reported hereunder solely because the reporting person may be deemed to beneficially own 1,402,421 shares of Class B Common Stock and 1,402,421 Brigham LLC Units, which are exchangeable for shares of Class A Common Stock on a one-for-one basis, pursuant to the Brigham LLC Agreement. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any reporting person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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

Based on 21,997,198 shares of Class A Common Stock of the Issuer issued and outstanding as of April 24, 2019, following the exercise in full of the underwriters’ option as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 29, 2019, as set forth in the Prospectus and 1,402,421 shares of Class A Common Stock issuable upon the exchange of shares of Class B Common Stock together with Brigham LLC Units as described above.

(a) ☐

(b) ☐

(c) ☐

(d) ☐

(e) ☐

(f) ☐

(g) ☐

(h) ☐

(i) ☐

(j) ☐

(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:

Ownership.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ W. Howard Keenan, Jr.

/s/ W. Howard Keenan, Jr.

/s/ W. Howard Keenan, Jr.

Exhibit

No.

Description