FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Downs Michael J
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/13/2020 

3. Issuer Name and Ticker or Trading Symbol

Falcon Minerals Corp [FLMN]
(Last)        (First)        (Middle)

510 MADISON AVENUE, 8TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Operating Officer /
(Street)

NEW YORK, NY 10022      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 57842 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants to Purchase Common Stock 9/22/2018 8/23/2023 Class A Common Stock 48387 $11.50 D  
Performance Stock Unit  (2)8/23/2025 Class A Common Stock 60000  (2)D  

Explanation of Responses:
(1) 22,500 of these shares remain subject to vesting.
(2) The Reporting Person is a participant in the Issuer's 2018 Long Term Incentive Plan. This award time-vests in full on August 23, 2021 and performance-vests upon the Issuer's stock achieving certain market price points. Upon vesting, the Reporting Person shall receive a corresponding number of shares of Class A common stock or, in the sole discretion of the Issuer's Compensation Committee, an amount in cash equal to the fair market value of the shares of Class A common stock otherwise deliverable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Downs Michael J
510 MADISON AVENUE
8TH FLOOR
NEW YORK, NY 10022


Chief Operating Officer

Signatures
/s/Jeffrey S. Brotman, attorney-in-fact2/20/2019
**Signature of Reporting PersonDate

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