SEC Form 4 · accession 0001209191-15-030920
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-2 Convertible Preferred UnitsF1 | — | Mar 30, 2015 | P | 1,142,858 | A | — | — | Common Units | 1,142,858 | 1,142,858 | D |
Explanation of responses
- F1Represents Series A-2 Convertible Preferred Units (the "Series A-2 Units") purchased by Magnolia Infrastructure Partners, LLC ("Magnolia"). The Series A-2 Units have no expiration date and are convertible into common units of the Issuer at anytime at the holder's election, initially on a one-for-one basis, subject to anti-dilution and certain other adjustments.
Remarks
ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners"). ArcLight Holdings is the investment adviser to ArcLight Energy Partners Fund V, L.P. ("Fund V" and together with ArcLight Holdings and ArcLight Partners, the "ArcLight Entities"). ArcLight Partners 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 indirectly owns Magnolia and, through indirectly controlled subsidiaries, Fund V owns approximately 90% of the ownership interest in High Point Infrastructure Partners, LLC ("HPIP"), which in turn owns 95% of 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, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.