SEC Form 4 · accession 0001513965-19-000012
American Midstream Partners, LP · AMID
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan K Rupe
Officer — Vice President
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 8:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001513965
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units (limited partner interests)F1 | Feb 25, 2019 | M | 2,565 | $0.00 | A | 28,712 | D | |
| Common Units (limited partner interests)F2 | Feb 25, 2019 | F | 761 | $3.94 | D | 27,951 | D | |
| Common Units (limited partner interests)F1 | Feb 26, 2019 | M | 8,873 | $0.00 | A | 36,824 | D | |
| Common Units (limited partner interests)F2 | Feb 26, 2019 | F | 2,631 | $3.99 | D | 34,193 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom unitsF3,F4,F5 | — | Feb 25, 2019 | M | 2,565 | D | — | — | Common Units (limited partner interests) | 2,565 | 0 | D |
| Phantom unitsF3,F6,F5 | — | Feb 26, 2019 | M | 8,873 | D | — | — | Common Units (limited partner interests) | 8,873 | 8,874 | D |
| Phantom unitsF3,F7,F5 | — | holding | — | — | — | — | — | Common Units (limited partner interests) | 30,000 | 30,000 | D |
| Phantom unitsF3,F8,F5 | — | holding | — | — | — | — | — | Common Units (limited partner interests) | 23,148 | 23,148 | D |
| Phantom unitsF3,F9,F5 | — | holding | — | — | — | — | — | Common Units (limited partner interests) | 10,733 | 10,733 | D |
| Phantom unitsF10,F11,F12 | — | holding | — | — | — | — | — | Common Units (limited partner interests) | 55,000 | 55,000 | D |
Explanation of responses
- F1The phantom units were settled upon vesting in common units (on a one for one basis).
- F10Each phantom unit represents the right to receive between one and three common units of the Issuer upon vesting.
- F11The phantom units will generally vest, subject to the Reporting Person's continued service through such date, on the earlier of a change in control transactions or November 20, 2022.
- F12Represents the target number of common units that may be issued. The actual number of common units issuable upon vesting can range from 100% to 300% of this target and will be determined by multiplying the target award by the quotient of the fair market value of a common unit on the vesting date divided by $16.50 and rounded to two significant figures. Upon vesting, the phantom units may be settled in common units of the Issuer or cash at the discretion of the Issuer.
- F2Phantom Units forfeited to cover taxes due upon vesting of such Phantom Units.
- F3The phantom units are settled upon vesting in common units (on a one for one basis) or cash, at the discretion of the Issuer.
- F4Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of February 23, 2015.
- F5The phantom units do not expire.
- F6Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of February 26, 2016.
- F7Units vest on March 10, 2019.
- F8Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of the April 2, 2018.
- F9Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of April 3, 2017.