SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MCMANEMIN WILLIAM CASEY

(Last) (First) (Middle)
3838 OAK LAWN AVE
SUITE 300

(Street)
DALLAS TX 75219

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DORCHESTER MINERALS, L.P. [ DMLP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 06/30/2017 P(1) 150,808 A $14.98 360,265 I .(2)
Common Units 660,570 D
Common Units 5,531 I .(3)
Common Units 53,224 I .(4)
Common Units 283,645 I .(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Acquired from the issuer on June 30, 2017 pursuant to a Contribution and Exchange Agreement dated June 30, 2017 by and between the issuer and 1307, Ltd.
2. Held by 1307, Ltd. Mr. McManemin disclaims beneficial ownership of those common units owned by 1307, Ltd. in which he does not have a pecuniary interest. Mr. McManemin is the sole manager of Cabana Management LLC, the sole general partner of 1307, Ltd.
3. Held by SAM Partners Management, Inc. Mr. McManemin disclaims beneficial ownership of those common units owned by SAM Partners Management, Inc. in which he does not have a pecuniary interest. Mr. McManemin is the Vice President and a shareholder of SAM Partners Management, Inc.
4. Held by Smith Allen Oil & Gas, LLP. Mr. McManemin disclaims beneficial ownership of those common units owned by Smith Allen Oil & Gas, LLP in which he does not have a pecuniary interest. Mr. McManemin is the Vice President and a shareholder of Smith Allen Oil & Gas, LLP.
5. Held by Ptarmigan Royalty Partners. Mr. McManemin disclaims beneficial ownership of those units owned by Ptarmigan Royalty Partners in which he does not have a pecuniary interest. Mr. McManemin is the Managing Partner of Ptarmigan Royalty Partners.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Leslie A. Moriyama, attorney-in-fact 07/05/2017
** 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 Number.
Exhibit 24

POWER OF ATTORNEY

The undersigned (the 'Reporting Person') hereby constitutes and appoints
Leslie Moriyama, Bradley Ehrman and Martye Miller, and each of them, as the
Reporting Person's true and lawful attorney-in-fact to:

(1)  prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the 'SEC')
a Form ID, including amendments thereto, and any other documents necessary
or appropriate to obtain codes and passwords enabling the undersigned to
make electronic filings with the SEC of reports required by Section 16(a)
of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)  execute for and on behalf of the Reporting Person, in the Reporting
Person's capacity as an officer of Dorchester Minerals, L.P. (the
'Partnership') or as a manager of the general partner of the general partner
of the Partnership, Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(3)  do and perform any and all acts for and on behalf of the Reporting
Person which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, complete and execute any amendment or amendments thereto,
and timely file such form with the SEC and any stock exchange or similar
authority; and

(4)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the Reporting Person,
it being understood that the documents executed by such attorney-in-fact on
behalf of the Reporting Person pursuant to this Power of Attorney shall be
in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's reasonable discretion.

The Reporting Person grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the Reporting Person might
or could do if personally present.  The Reporting Person acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of
the Reporting Person, is not assuming, nor is the Partnership assuming, any
of the Reporting Person's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

This Power of Attorney shall remain in effect until the Reporting Person is
no longer required to file Forms 3, 4 and 5 with respect to the Reporting
Person's holdings of, and transactions in securities issued by, the
Partnership, unless earlier revoked by the Reporting Person in a signed
writing delivered to the attorney-in-fact.


IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney
to be executed on June 29, 2017.



/s/ William Casey McManemin
Name: William Casey McManemin