SEC Form 4 · accession 0001104659-18-037283
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
May 29, 2018
Accepted (ET)
May 31, 2018 · 7:22 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 UnitsF1,F2 | May 29, 2018 | S | 5,800 | $11.8887 | D | 379,981 | D | |
| Common UnitsF1,F3 | May 30, 2018 | S | 6,365 | $11.9114 | D | 373,616 | D | |
| Common UnitsF1,F4 | May 31, 2018 | S | 2,835 | $11.856 | D | 370,781 | D | |
| Common UnitsF7 | May 31, 2018 | A | 220,214 | $11.83 | A | 220,214 | I | By SP Holdings, LLC |
| Common UnitsF7 | May 31, 2018 | J | 220,214 | $0.00 | D | 0 | I | By SP Holdings, LLC |
| Common UnitsF5,F6 | holding | — | — | — | 423,742 | D | ||
| Common UnitsF8 | holding | — | — | — | 35,320 | I | By Sanchez Oil & Gas Corporation |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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 was used to satisfy Reporting Person's federal income tax obligations with respect to various distributions of common units pursuant to the Amended and Restated Shared Services Agreement, dated March 6, 2015, by and between Issuer and SP Holdings, LLC.
- F2This transaction was executed in multiple trades at prices ranging from $11.70 to $12.00. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transaction was effected.
- F3This transaction was executed in multiple trades at prices ranging from $11.80 to $12.15. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transaction was effected.
- F4This transaction was executed in multiple trades at prices ranging from $11.70 to $12.10. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of common units and prices at which the transaction was effected.
- F5Represents a distribution to SP Holdings, LLC ("SP Holdings") of 220,214 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 a concurrent distribution by SP Holdings of all 220,214 Issuer common units to its sole member, SP Capital Holdings, LLC ("SP Capital"), for no consideration.
- F6Concurrently with such aforementioned distributions, SP Capital distributed (i) 203,698 common units to its members on a pro rata basis and for no consideration (including the 52,961 common units distributed to Reporting Person) and (ii) the remaining 16,516 common units to one individual, cumulatively resulting in exempt distributions under Rule 16a-9 and/or Rule 16a-13 of 220,214 Issuer common units to SP Capital, 203,698 common units to the members of SP Capital (including Reporting Person) and 16,516 common units to one individual.
- F7These Issuer 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 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.
- F8These 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.