FLMN Falcon Minerals Corporation

CUSIP No. 30607B109

CUSIP No. 30607B109

CUSIP No. 30607B109

Item 1(a). Name of Issuer:

The name of the issuer is Falcon Minerals Corporation (the "Issuer").

Item 1(b). Address of Issuer's Principal Executive Offices:

The principal executive offices of the Issuer are located at 510 Madison Avenue, 8th Floor, New York, New York 10022.

Item 2(a). Names of Persons Filing:

This Schedule 13G is hereby filed by the persons set forth below.

Freestone Investments LLC

Freestone Capital Management, LLC

Gary Furukawa

Item 2(b). Address of Principal Business Office, or if None, Residence:

The address of the principal business office for each Reporting Person is set forth below.

Freestone Investments LLC: 701 Fifth Avenue, Suite 74000, Seattle, Washington 98104

Freestone Capital Management, LLC: 701 Fifth Avenue, Suite 74000, Seattle, Washington 98104

Gary Furukawa: 701 Fifth Avenue, Suite 74000, Seattle, Washington 98104

Item 2(c). Citizenship:

Freestone Investments LLC is a Washington limited liability company.

Freestone Capital Management, LLC is a Delaware limited liability company.

Gary Furukawa is a citizen of the United States of America.

Item 2(d). Title of Class of Securities:

This statement relates to the Class A Common Stock of the Issuer.

Item 2(e). CUSIP Number:

The CUSIP number of the Securities is 30607B109.

Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) / / Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) / / Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) / / Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) / / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) / / An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).

(f) / / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).

(g) / / A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G).

(h) / / A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) / / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) / / Group, in accordance with section 240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.

Ownership is incorporated by reference to items 5-9 and 11 of the cover page of each Reporting Person.

Freestone Investments LLC ("FI") is the general partner of Freestone Advantage Partners III LP (the "Fund"). The number of shares of Class A Common Stock beneficially owned by FI is comprised of 2,359,164 shares held directly by the Fund.

Freestone Capital Management, LLC ("FCM") is the Fund's investment manager, as well as a managed account that own shares of Class A Common Stock.  The number of shares of Class A Common Stock beneficially owned by FCM is comprised of 2,359,164 shares held directly by the Fund and 300 shares held in a managed account (other than in respect of Gary Furukawa personally).

The number of shares of Class A Common Stock beneficially owned by Gary Furukawa is comprised of shares held directly by Mr. Furukawa and his spouse and shares held directly by an estate planning vehicle indirectly controlled by Mr. Furukawa and his spouse.

The percentage disclosed in item 11 of the cover page of each Reporting Person

is calculated based upon 45,950,716 shares of Class A Common Stock reported to be outstanding as of November 6, 2019 by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019 and filed with the Securities and Exchange Commission on November 8, 2019.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following / /

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Freestone Capital Holdings, LLC ("FCH"), directly or indirectly, owns all of the equity of Freestone Investments LLC and Freestone Capital Management, LLC, and could be deemed to be the beneficial owner of all of the reported securities.  Each of Gary Furukawa and Erik Morgan (collectively, the "Directors") are members of FCH's board of directors. Each of FCH and each of the Directors expressly declares that the filing of this statement on Schedule 13G shall not be construed as an admission that they are, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, beneficial owners of the Securities.

Item 7. Identification and Classification of the Subsidiary Which Acquired the

Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as

a participant in any transaction having that purpose or effect.

SIGNATURE

EXHIBIT 1

JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is, and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) of Regulation 13D of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.