SEC Form 4 · accession 0001513965-19-000014
American Midstream Partners, LP · AMID
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Louis J Dorey
Officer — Senior Vice President
Period of report
Feb 25, 2019
Accepted (ET)
Feb 27, 2019 · 8:29 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 | 3,498 | $3.94 | A | 45,202 | D | |
| Common Units (limited partner interests)F1 | Feb 26, 2019 | M | 12,104 | $3.99 | A | 57,306 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom unitsF2,F3,F4 | — | Feb 25, 2019 | M | 3,498 | D | — | — | Common Units (limited partner interests) | 3,498 | 0 | D |
| Phantom unitsF1,F5,F4 | — | Feb 26, 2019 | M | 12,104 | D | — | — | Common Units (limited partner interests) | 12,104 | 0 | D |
| Phantom unitsF1,F6,F4 | — | holding | — | — | — | — | — | Common Units (limited partner interests) | 25,463 | 25,463 | D |
| Phantom unitsF1,F7,F4 | — | holding | — | — | — | — | — | Common Units (limited partner interests) | 13,195 | 13,195 | D |
| Phantom unitsF8,F9,F10 | — | holding | — | — | — | — | — | Common Units (limited partner interests) | 60,000 | 60,000 | D |
Explanation of responses
- F1The phantom units are settled upon vesting in common units (on a one for one basis).
- F10Represents 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.
- F2The phantom units are settled upon vesting in common units (on a one for one basis) or cash, at the discretion of the Issuer.
- F3Twenty-five percent (25%) of the phantom units will vest of each of the first four anniversaries of February 23, 2015.
- F4The phantom units do not expire.
- F5Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of February 26, 2016.
- F6Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of April 2, 2018.
- F7Twenty-five percent (25%) of the phantom units will vest on each of the first four anniversaries of April 3, 2017.
- F8Each phantom unit represents the right to receive between one and three common units of the Issuer upon vesting.
- F9The phantom units will generally vest, subject to the Reporting Person's continued service through such date, on the earlier of a change in control transaction or November 20, 2022.