SEC Form 4 · accession 0001104659-15-054474
Sanchez Midstream Partners LP · SNMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Antonio R Sanchez III
Director · 10% Owner
Period of report
Jul 27, 2015
Accepted (ET)
Jul 29, 2015 · 7:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001362705
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF3,F1,F2,F4 | Jul 27, 2015 | J | 5,951,482 | — | D | 0 | I | By Sanchez Energy Partners I, LP |
| Common UnitsF5,F7 | holding | — | — | — | 353,195 | I | By Sanchez Oil & Gas Corporation | |
| Common UnitsF6,F7 | holding | — | — | — | 196,023 | I | By 1988 Trust #11 | |
| Common Units | holding | — | — | — | 70,649 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 27, 2015, Sanchez Energy Partners I, LP ("SEPI") distributed its 5,951,482 common units representing limited partner interests ("Units") of Sanchez Production Partners LP to SEPI's partners (the "Distribution"). SEP Management I, LLC ("SEP Management") is SEP I's general partner, and SEPI's limited partners include San Juan Oil & Gas No. 2, Ltd. ("San Juan"), Sanexco, Ltd. ("Sanexco") and Sanchez Oil & Gas Corporation ("SOG"), among others, which limited partners received 529,792 Units, 529,792 Units and 353,195 Units, respectively, in the Distribution. On July 27, 2015, simultaneously with the Distribution, San Juan made a pro rata distribution (the "San Juan Distribution") for no consideration of the 529,792 Units beneficially owned by it to its partners, including 1988 Trust #11 (79,469 Units) ("Trust 11").
- F2On July 27, 2015, simultaneously with the Distribution, Sanexco made a pro rata distribution (the "Sanexco Distribution") for no consideration of the 529,792 Units beneficially owned by it to its partners, including Trust 11 (116,554 Units).
- F3The reporting person's Form 4 filed on March 6, 2015 over-reported the number of Units acquired directly by SEPI by 318 units and two subsequently filed Form 4s also over-reported SEPI's direct holdings by 318 Units.
- F4These securities were owned directly by SEPI. SEPI is controlled by its general partner, SEP Management, which is a wholly owned subsidiary of SOG. SOG is managed by Antonio R. Sanchez, III and other members of the Sanchez family. Antonio R. Sanchez, III shares voting and dispositive power over the securities controlled by SEPI. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
- F5These securities are owned directly by SOG. SOG is managed by Antonio R. Sanchez, III and other members of the Sanchez family. Antonio R. Sanchez, III shares voting and dispositive power over the securities controlled by SOG. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
- F6These Units are owned directly by Trust 11. Antonio R. Sanchez, III is a co-trustee, along with A. R. Sanchez, Jr., and beneficiary of Trust 11. Antonio R. Sanchez, III may be deemed to share voting and dispositive power over the Units held by Trust 11. Antonio R. Sanchez, III disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Antonio R. Sanchez, III of the reported securities for purposes of Section 16 or any other purpose.
- F7The acquisitions of Units in the Distribution by SOG and the acquisition of the Units in the Sanexco Distribution and San Juan Distribution by Trust 11 represent a change in form of beneficial ownership, without a change in pecuniary interest, exempt from Section 16 of the Act pursuant to Rule 16a-13 thereunder. To the extent the Distribution, the Sanexco Distribution and the San Juan Distribution were pro rata to each entity's respective partners, Rule 16a-9(a) under the Act is applicable and thus would exempt the acquisitions of the Units by SOG and Trust 11 from Section 16 of the Act.