SEC Form 4 · accession 0001104659-15-054476
Sanchez Midstream Partners LP · SNMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Antonio R Sanchez Jr.
10% Owner
Sanchez Energy Partners I LP
10% Owner
SEP Management I, LLC
10% Owner
Sanchez Oil & Gas Corp
10% Owner
Period of report
Jul 27, 2015
Accepted (ET)
Jul 29, 2015 · 7:05 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 | D | |
| Common UnitsF5,F10 | holding | — | — | — | 353,195 | I | By Sanchez Oil & Gas Corporation | |
| Common UnitsF6,F7,F8,F10 | holding | — | — | — | 277,278 | D | ||
| Common UnitsF6,F7,F9,F10 | holding | — | — | — | 196,023 | I | By 1988 Trust #11 | |
| Common UnitsF6,F7,F9,F10 | holding | — | — | — | 196,023 | I | By 1988 Trust #12 | |
| Common UnitsF6,F7,F9,F10 | holding | — | — | — | 196,023 | I | By 1988 Trust #13 | |
| Common UnitsF6,F7,F9,F10 | holding | — | — | — | 196,023 | I | By 1988 Trust #14 |
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 SEPI'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. San Juan is controlled by its general partner, Sanchez Management Corporation ("SMC"), which is managed by A. R. Sanchez, Jr. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the Units held by San Juan.
- F10The acquisitions of Units in the Distribution, the San Juan Distribution, the Sanexco Distribution and the SMC Distribution, as applicable, by SOG, San Juan, Sanexco, A. R. Sanchez, Jr., SMC and the Trusts 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 San Juan Distribution and the Sanexco Distribution were pro rata to such entity's partners, Rule 16a-9(a) under the Act is applicable and thus would also exempt the acquisitions of the Units by SOG, San Juan, Sanexco, A. R. Sanchez, Jr., SMC and the Trusts from Section 16 of the Act.
- F2A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose. Sanexco is controlled by its general partner, SMC, which is managed by A. R. Sanchez, Jr. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the Units held by Sanexco. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
- F3The reporting persons' Form 4 filed on March 6, 2015 over-reported the number of Units acquired directly by SEPI by 318 Units.
- F4SEPI distributed its 5,951,482 Units to its partners in the Distribution. SEPI is controlled by SEP Management, which is a wholly owned subsidiary of SOG. SOG is managed by A.R. Sanchez, Jr. and other members of the Sanchez family. A.R. Sanchez, Jr. shares voting and dispositive power over the Units controlled by SEPI. Each of A.R. Sanchez, Jr., SOG and SEP Management disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by A.R. Sanchez, Jr., SOG or SEP Management of all of the reported securities for purposes of Section 16 or any other purpose.
- F5These Units are owned directly by SOG, a limited partner of SEPI. SOG is managed by A. R. Sanchez, Jr. and other members of the Sanchez family. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the Units held by SOG. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
- F6On 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: A.R. Sanchez, Jr. (206,619 Units), SMC (5,298 Units), 1988 Trust #11 (79,469 Units) ("Trust 11"), 1988 Trust #12 (79,469 Units) ("Trust 12"), 1988 Trust #13 (79,469 Units) ("Trust 13") and 1988 Trust #14 (79,469 Units) ("Trust 14" and together with Trust 11, Trust 12 and Trust 13, the "Trusts"). On 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: A.R. Sanchez, Jr. (58,277 Units), SMC (5,298 Units), Trust 11 (116,554 Units), Trust 12 (116,554 Units), Trust 13 (116,554 Units) and Trust 14 (116,554 Units).
- F7On July 27, 2015, simultaneously with the Distribution, the San Juan Distribution and the Sanexco Distribution, SMC made a pro rata distribution (the "SMC Distribution") for no consideration of the 10,596 Units beneficially owned by it to its sole shareholder, A.R. Sanchez, Jr.
- F8These Units are owned directly by A. R. Sanchez, Jr.
- F9These Units are owned directly by the Trusts. A. R. Sanchez, Jr. is a co-trustee, along with the respective co-trustees and beneficiaries, of each of the Trusts set forth above. A. R. Sanchez, Jr. may be deemed to share voting and dispositive power over the Units held by the Trusts. A. R. Sanchez, Jr. 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 A. R. Sanchez, Jr. of the reported securities for purposes of Section 16 or any other purpose.
Remarks
Signed in the following capacities: A.R. Sanchez, Jr. is signing for himself, as well as in his capacity as Chairman of the Board of Directors of Sanchez Oil & Gas Corporation, on behalf of Sanchez Oil & Gas Corporation and in its capacity as the sole member of SEP Management I, LLC, on behalf of SEP Management I, LLC and in its capacity as the general partner of Sanchez Energy Partners I, LP, on behalf of Sanchez Energy Partners I, LP.