SEC Form 4 · accession 0000905148-17-000121
Sanchez Midstream Partners LP · SNMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Michael B. Dorrell
10% Owner
Trent D Vichie
10% Owner
Stonepeak GP Investors Manager LLC
10% Owner
Stonepeak GP Investors LLC
10% Owner
Stonepeak GP Holdings LP
10% Owner
Stonepeak Associates LLC
10% Owner
Stonepeak Catarina Holdings LLC
10% Owner
Period of report
Jan 25, 2017
Accepted (ET)
Jan 27, 2017 · 5:08 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001362705
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Preferred UnitsF1,F3,F4,F5,F2 | — | Jan 25, 2017 | J | 1,704,446 | A | — | — | Common Units | 1,704,446 | 31,000,887 | D |
Explanation of responses
- F1These Class B Preferred Units (the "Preferred Units") were issued as partial consideration for the Settlement Agreement entered into by and between Stonepeak Catarina Holdings LLC and the Issuer, effective January 25, 2017, as described in the current report on Form 8-K filed by the Issuer on January 27, 2017, and pursuant to which it was agreed that the "Class B Preferred Purchase Price" (as defined in the Second Amended and Restated Agreement of Limited Partnership of the Issuer) for the Preferred Units would be $11.29.
- F2The Preferred Units are convertible into Common Units at any time, at the holder's election, and have no expiration date. Each Preferred Unit is currently convertible into one Common Unit.
- F3On December 6, 2016, pursuant to Section 5.10(g) of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), the Issuer effected a split of the Preferred Units, resulting in Stonepeak Catarina Holdings LLC holding an additional 9,851,996 Preferred Units.
- F4These Preferred Units are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC.
- F5Each Reporting Person disclaims beneficial ownership of the Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks
Exhibit 99.1: Additional Signatures