FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sinclair Robert E. W.
2. Issuer Name and Ticker or Trading Symbol

Black Stone Minerals, L.P. [ BSM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1001 FANNIN STREET, SUITE 2020
3. Date of Earliest Transaction (MM/DD/YYYY)

1/12/2016
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common units representing limited partner interests   1/12/2016     A    12368   A $0   331434   (1) D    
Common units representing limited partner interests                  158174   (1) I   By San Miguel River Partners  
Common units representing limited partner interests                  27812   (1) I   By Castleton Energy Corporation  
Common units representing limited partner interests                  405035   (1) I   By Sinclair Three, Ltd.  
Common units representing limited partner interests                  16128   (1) I   By wife  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated units representing limited partner interests     (2)                    (2)   (2) Common units representing limited partner interests   401189     401189   (1) D    
Subordinated units representing limited partner interests     (2)                    (2)   (2) Common units representing limited partner interests   197927     197927   (1) I   By San Miguel River Partners  
Subordinated units representing limited partner interests     (2)                    (2)   (2) Common units representing limited partner interests   23084     23084   (1) I   By Castleton Energy Corporation  
Subordinated units representing limited partner interests     (2)                    (2)   (2) Common units representing limited partner interests   530504     530504   (1) I   By Sinclair Three, Ltd.  
Subordinated units representing limited partner interests     (2)                    (2)   (2) Common units representing limited partner interests   17850     17850   (1) I   By wife  

Explanation of Responses:
( 1)  Caddis Minerals, Ltd., Castleton Energy Fund I, Ltd., Leone, Ltd., and Shiprock Minerals, Ltd. were liquidated, and the common units, subordinated units, and preferred units previously held by these entities were distributed to their respective limited partners. Except as reported herein, Mr. Sinclair is no longer deemed to have direct or indirect ownership of any of the common units, subordinated units, or preferred units that were distributed in the transactions.
( 2)  Each subordinated unit will convert into one common unit representing a limited partner interest in the Issuer at the end of the subordination period described in the Issuer's Registration Statement on Form S-1 (File No. 333-202875).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sinclair Robert E. W.
1001 FANNIN STREET, SUITE 2020
HOUSTON, TX 77002
X



Signatures
/s/Steve Putman, Attorney-in-Fact for Robert E.W.Sinclair 1/14/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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