SEC Form 4 · accession 0000899243-16-030430
Rose Rock Midstream, L.P. · RRMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
SemGroup Corp
Director · 10% Owner
Rose Rock Midstream Holdings, LLC
Director · 10% Owner
Rose Rock Midstream Corp
Director
Period of report
Sep 30, 2016
Accepted (ET)
Sep 30, 2016 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001527622
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Units representing limited partner interestsF1,F2 | Sep 30, 2016 | D | 20,704,418 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On September 30, 2016, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated May 30, 2016, by and among SemGroup Corporation ("SemGroup"), PBMS, LLC ("Merger Sub"), Rose Rock Midstream, L.P. ("RRMS") and Rose Rock Midstream GP, LLC ("RRMS General Partner"), Merger Sub merged with and into RRMS with RRMS being the surviving entity in the merger (the "Merger"). On September 30, 2016, following the consummation of the Merger, SemGroup and certain of its subsidiaries commenced a series of transactions, including (i) the merger of RRMS with and into SemGroup, (ii) the merger of Rose Rock Midstream Holdings, LLC ("Holdings") with and into SemGroup and (iii) the merger of Rose Rock Midstream Corporation ("RRMC") with and into Holdings, (each a "Clean-up Merger" and, together, the "Clean-up Mergers"), with SemGroup, in the instance of clauses (i) and (ii), continuing as the surviving entity.
- F2(Continued from footnote 1) Upon the completion of the Clean-up Mergers, all RRMS Common Units previously owned by the Reporting Persons were disposed of and each of Holdings, RRMC and RRMS ceased to exist as separate legal entities.