SEC Form 4 · accession 0000899243-16-032661
American Midstream Partners, LP · AMID
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Convertible Preferred UnitsF2,F1 | — | Aug 12, 2016 | J | 107,708 | A | — | — | Common Units | 118,227 | 6,966,523 | I |
| Series A-2 Convertible Preferred UnitsF4,F3 | — | Aug 12, 2016 | J | 46,145 | A | — | — | Common Units | 50,652 | 2,984,672 | I |
| Series C Convertible Preferred UnitsF6,F5,F3 | — | Aug 12, 2016 | J | 93,039 | A | — | — | Common Units | 93,039 | 8,664,468 | I |
| Series D Convertible Preferred UnitsF7 | — | Oct 31, 2016 | P | 2,333,333 | A | — | — | Common Units | 2,333,333 | 2,333,333 | I |
Explanation of responses
- F1Represents Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-1 Units owned on the distribution record date. The Series A-1 Units have no expiration date and are convertible in whole or in part into common units of the Issuer ("Common Units") at a conversion ratio of 1:1.098 at any time.
- F2Represents the aggregate number of Series A-1 Units held after the acquisition of Series A-1 Units reported in Column 5 of this line item.
- F3Represents Series A-2 Convertible Preferred Units (the "Series A-2 Units") held by Magnolia Infrastructure Partners, LLC ("Magnolia") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-@ Units owned on the distribution record date. The Series A-2 Units have no expiration date and are convertible into Common Units at a conversion ratio of 1:1.098 at any time.
- F4Represents the aggregate number of Series A-2 Units held after the acquisition of Series A-2 Units reported in Column 5 of this line item.
- F5Represents Series C Convertible Preferred Units (the "Series C Units") held directly by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series C Units owned on the distribution record date. The Series C Units have no expiration date and are convertible into Common Units at anytime at the holder's election, initially on a one-for-one basis, subject to anti-dilution and certain other adjustments. Subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series C Units to the Issuer.
- F6Represents the aggregate number of Series C Units held after the acquisition of Series C Units reported in Column 5 of this line item.
- F7Represents Series D Convertible Preferred Units (the "Series D Units") purchased by Magnolia Holdings. The Series D Units have no expiration date and are convertible after June 30, 2017 into Common Units at the holder's election, initially on a one-for-one basis, subject to anti-dilution and certain other adjustments. On or prior to June 30, 2017, subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series D Units.
Remarks
ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and Fund V, the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V directly owns Busbar II, LLC ("Busbar") and Magnolia Holdings, which owns Magnolia. Fund V, through indirectly controlled subsidiaries, also owns approximately 90% of the ownership interest in HPIP, which in turn owns 95% of American Midstream GP, LLC (the "General Partner"). As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.