SEC Form 4 · accession 0001214651-15-000012
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
10% Owner
Period of report
Jan 1, 2015
Accepted (ET)
Feb 18, 2015 · 4:29 pm EST
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 | Jan 1, 2015 | C | 3,750,000 | — | A | 10,564,709 | I | See footnote |
| Common Units representing limited partner interestsF3,F2 | Feb 13, 2015 | A | 1,750,000 | — | A | 12,314,709 | I | See footnote |
| Common Units representing limited partner interestsF4,F2 | Feb 17, 2015 | C | 8,389,709 | — | A | 20,704,418 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Units representing limited partner interestsF2,F1,F5 | — | Jan 1, 2015 | C | 3,750,000 | D | — | — | Common Units representing limited partner interests | 3,750,000 | 0 | I |
| Subordinated Units representing limited partner interestsF2,F4,F6 | — | Feb 17, 2015 | C | 8,389,709 | D | — | — | Common Units representing limited partner interests | 8,389,709 | 0 | I |
Explanation of responses
- F13,750,000 Class A Units converted into Common Units on a one-for-one basis on January 1, 2015.
- F2This Form 4 is being filed jointly by SemGroup Corporation ('SemGroup'), Rose Rock Midstream Holdings, LLC ('Holdings') and Rose Rock Midstream Corporation ('RRMC). SemGroup directly owns 100% of the outstanding members interests of Holdings. Holdings directly owns 100% of the issued and outstanding shares of common stock of RRMC. SemGroup may therefore be deemed to beneficially own securities of the Issuer owned directly by Holdings and RRMS and Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by RRMC.
- F3In connection with the closing of the transactions contemplated by that certain Amended and Restated Contribution Agreement dated as of February 13, 2015, by and among SemGroup, SemDevelopment, L.L.C., Holdings, Rose Rock Midstream GP, LLC, the Issuer and Rose Rock Midstream Operating, LLC, the Issuer issued to Holdings, among other consideration, 1,750,000 Common Units representing limited partner interests in the Issuer in exchange for 100% membership interest in each of Wattenberg Holding, LLC and Glass Mountain Holding, LLC. Glass Mountain Holding, LLC owns a 50% membership interest in Glass Mountain Pipeline, LLC.
- F48,389,709 Subordinated Units converted into Common Units on a one-for-one basis on February 17, 2015.
- F5The Class A Units have no expirations date and convert into Common Units representing limited partner interests in the Issuer on a one-for-one basis on the first day of the month immediately following the first month for which average daily throughput volumes on the White Cliffs Pipeline for such month are 125 thousand barrels per day or greater.
- F6The Subordinated Units have no expiration date and convert into Common Units on a one-for-one basis at the end of the subordination period described in the Issuers Registration Statement on Form S-1 (File No. 333-176260).