SEC Form 4 · accession 0001104659-17-067510
Sanchez Midstream Partners LP · SNMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Antonio R Sanchez III
Director
Period of report
Nov 7, 2017
Accepted (ET)
Nov 9, 2017 · 7:31 pm EST
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 | Nov 7, 2017 | A | 186,942 | $11.14 | A | 186,942 | I | By SP Holdings, LLC |
| Common UnitsF3 | Nov 7, 2017 | J | 186,942 | $0.00 | D | 0 | I | By SP Holdings, LLC |
| Common UnitsF4 | Nov 8, 2017 | S | 841 | $13.00 | D | 295,267 | D | |
| Common UnitsF4 | Nov 9, 2017 | S | 300 | $13.00 | D | 294,967 | D | |
| Common UnitsF1,F2 | holding | — | — | — | 296,108 | D | ||
| Common UnitsF5 | holding | — | — | — | 35,320 | I | By Sanchez Oil & Gas Corporation |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents an anticipated distribution to SP Holdings, LLC ("SP Holdings") of 186,942 Issuer common units pursuant to the Amended and Restated Shared Services Agreement, dated March 6, 2015, by and between Issuer and SP Holdings (the "Shared Services Agreement"), and an anticipated concurrent distribution by SP Holdings of all 186,942 Issuer common units to its sole member, SP Capital Holdings, LLC ("SP Capital"), for no consideration.
- F2Concurrently with such aforementioned distributions, SP Capital will distribute (i) 172,921 common units to its members on a pro rata basis and for no consideration (including the 44,960 common units distributed to Reporting Person) and (ii) the remaining 14,021 common units to one individual, cumulatively resulting in exempt distributions under Rule 16a-9 and/or Rule 16a-13 of 186,942 Issuer common units to SP Capital, 172,921 common units to the members of SP Capital (including Reporting Person) and 14,021 common units to one individual.
- F3These Issuer common units will be owned directly by SP Holdings. SP Holdings is owned and controlled by its sole member, SP Capital. SP Capital is managed by Reporting Person and other members of the Sanchez family. Reporting Person may be deemed to share voting and dispositive power over the securities controlled by SP Capital. Reporting Person 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 Reporting Person of the reported securities for purposes of Section 16 or any other purpose.
- F4The sales of common units directly owned by Reporting Person reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan established by Reporting Person and were used to satisfy Reporting Person's federal income tax obligations with respect to various distributions of common units pursuant to the Shared Services Agreement.
- F5These securities are owned directly by Sanchez Oil & Gas Corporation ("SOG"). SOG is managed by Reporting Person and other members of the Sanchez family. Reporting Person shares voting and dispositive power over the securities controlled by SOG. Reporting Person 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 Reporting Person of the reported securities for purposes of Section 16 or any other purpose.