SEC Form 4 · accession 0001104659-17-026391
Sanchez Midstream Partners LP · SNMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eduardo Augusto Sanchez
Director
Period of report
Feb 24, 2017
Accepted (ET)
Apr 26, 2017 · 4:40 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 | Feb 24, 2017 | A | 170,750 | $11.66 | A | 170,750 | I | By SP Holdings, LLC |
| Common UnitsF3 | Feb 24, 2017 | A | 154,737 | $13.45 | A | 325,487 | I | By SP Holdings, LLC |
| Common UnitsF3 | Feb 24, 2017 | J | 325,487 | $0.00 | D | 0 | I | By SP Holdings, LLC |
| Common UnitsF5 | Apr 24, 2017 | S | 15,000 | $13.97 | D | 215,675 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a distribution to SP Holdings, LLC ("SP Holdings") of a total of 325,487 Issuer common units, comprised of 170,750 and 154,737 common units valued at $11.66 and $13.45 per common unit, respectively, on February 24, 2017 pursuant to the Amended and Restated Shared Services Agreement, by and between Issuer and SP Holdings, dated March 6, 2015 (the "Shared Services Agreement"), and a concurrent distribution by SP Holdings of all 325,487 common units to its sole member, SP Capital Holdings, LLC ("SP Capital"), for no consideration.
- F2Concurrently with such aforementioned distributions, SP Capital distributed (i) 301,076 common units to its members on a pro rata basis and for no consideration (including the 78,279 common units distributed to Eduardo Sanchez) and (ii) the remaining 24,411 common units to one individual, cumulatively resulting in exempt distributions under Rule 16a-9 and/or Rule 16a-13 of 325,487 common units to SP Capital, 301,076 common units to the members of SP Capital (including Eduardo Sanchez) and 24,411 common units to one individual.
- F3These common units were owned directly by SP Holdings. SP Holdings is owned and controlled by its sole member, SP Capital. SP Capital is managed by Eduardo Sanchez and other members of the Sanchez family. Eduardo Sanchez may be deemed to share voting and dispositive power over the securities controlled by SP Capital. Eduardo Sanchez 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 Eduardo Sanchez of the reported securities for purposes of Section 16 or any other purpose.
- F4The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan established by Eduardo Sanchez and was used to satisfy Eduardo Sanchez's federal income tax obligations with respect to various distributions of common units pursuant to the Shared Services Agreement.
- F5This number represents the number of common units beneficially owned as of the date of this filing and takes into account, in addition to the transactions reported herein, other transactions reported on Form 4 and Form 5 filings since February 24, 2017, the date of the earliest transaction reported herein.