SEC Form 4 · accession 0001568939-16-000004
Sanchez Midstream Partners LP · SNMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
HITE Hedge LP
10% Owner
HITE MLP LP
10% Owner
HITE MLP Advantage LP
10% Owner
HITE Hedge Asset Management LLC
10% Owner
HITE Hedge QP LP
10% Owner
James M Jampel
Other
Period of report
Aug 1, 2016
Accepted (ET)
Aug 17, 2016 · 12:33 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 |
|---|---|---|---|---|---|---|---|---|
| Sanchez Production PartnersF1,F2,F3,F4,F5 | Aug 9, 2016 | S | 3,388 | $10.68 | D | 551,885 | D | |
| Sanchez Production PartnersF1,F2,F3,F4,F5 | Aug 11, 2016 | S | 10,000 | $10.71 | D | 541,885 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash Settled Equity SwapF1,F2,F3,F4,F5 | $0.00 | Aug 1, 2016 | S | 7,600 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 7,600 | 135,135 | I |
| Cash Settled Equity SwapsF1,F2,F3,F4,F5 | $0.00 | Aug 2, 2016 | S | 2,589 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 2,589 | 132,546 | I |
| Cash Settled Equity SwapsF1,F2,F3,F4,F5 | $0.00 | Aug 3, 2016 | S | 100 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 100 | 132,446 | I |
| Cash Settled Equity SwapF1,F2,F3,F4,F5 | $0.00 | Aug 4, 2016 | S | 900 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 900 | 131,546 | I |
| Cash Settled Equity SwapF1,F2,F3,F4,F5 | $0.00 | Aug 8, 2016 | S | 6,092 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 6,092 | 121,454 | I |
| Cash Settled Equity SwapF1,F2,F3,F4,F5 | $0.00 | Aug 9, 2016 | S | 3,300 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 3,300 | 122,154 | I |
| Cash Settled Equity SwapF1,F2,F3,F4,F5 | $0.00 | Aug 10, 2016 | S | 1,292 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 1,292 | 120,862 | I |
| Cash Settled Equity SwapF1,F2,F3,F4,F5 | $0.00 | Aug 11, 2016 | S | 10,000 | D | Dec 31, 2016 | Dec 31, 2016 | Sanchez Production Partners | 10,000 | 110,862 | I |
Explanation of responses
- F1The securities disclosed in this Form 4 may be deemed indirectly beneficially owned by HITE Hedge Asset Management LLC. The securities are directly held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP, and HITE MLP Advantage LP (collectively, the "HITE Funds"), for which HITE Hedge Asset Management LLC is the investment advisor. Mr. Jampel serves as Managing Member of HITE Hedge Asset Management LLC.
- F2(Continued from footnote 1) Each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed to be the indirect beneficial owners of such Common Units held by the HITE Funds by virtue of their direct and indirect control of the HITE funds.
- F3(Continued from footnote 2) the reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(g) group with HITE Hedge Asset Management LLC as disclosed in a Schedule 13G filed on behalf of the Reporting Persons on April 22, 2016. As of April 22, 2016, the member of this Section 13(g) group collectively owned more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein.
- F4The number of Common Units reported herein does not include an additional aggregate 204,474 common units HITE believes the Reporting Persons are entitled to receive pursuant to the terms of the Issuer's Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2015. The Reporting Persons are in discussions with the Issuer about their entitlement to these Common Units.
- F5In addition to the Common Units reported herein, two other funds (HITE Hedge Offshore, Ltd., HITE MLP Caymans Ltd.) for which HITE serves as investment advisor have exposure to 169,000 (110,762 after the sales) through cash-settled equity swaps (the "Equity Swaps") under which its profit will be bad upon ay increase in value in the common units and its loss will be based upon any decrease in the value of the common units over the term of the transactions. The Equity Swaps may only be settled in cash and do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any common units and do not require the counterpart thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any common units that may be referenced in the swap contracts or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.