SEC Form 4 · accession 0001104659-16-092979
Summit Midstream Partners, LP · SMLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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,F2,F3 | Jan 28, 2016 | P | 42,172 | $18.46 | A | 1,423,167 | I | BY: SMLP HOLDINGS, LLC |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F3,F4 | Jan 29, 2016 | P | 49,406 | $19.03 | A | 1,472,573 | I | BY: SMLP HOLDINGS, LLC |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F3,F5 | Feb 1, 2016 | P | 72,975 | $18.04 | A | 1,545,548 | I | BY: SMLP HOLDINGS, LLC |
| COMMON UNITS (LIMITED PARTNER INTERESTS) | holding | — | — | — | 151,160 | I | BY: SUMMIT MIDSTREAM PARTNERS, LLC | |
| COMMON UNITS (LIMITED PARTNER INTERESTS) | holding | — | — | — | 5,293,571 | I | BY: SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC |
Table II — derivative securities
Explanation of responses
- F1Units were purchased pursuant to a 10b5-1 plan entered into on December 15, 2015.
- F2These common units were purchased in multiple transactions ranging from $18.25 to $19.00, inclusive.
- F3The price reported in Column 4 is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the ranges set forth in footnotes 2, 4 and 5.
- F4These common units were purchased in multiple transactions ranging from $18.95 to $19.13, inclusive.
- F5These common units were purchased in multiple transactions ranging from $17.82 to $18.30, inclusive.
Remarks
Energy Capital Partners II, LP (''ECP II''), Energy Capital Partners II-A, LP (''ECP II-A''), Energy Capital Partners II-B (SMLP IP), LP (''ECP II-B SMLP IP'') and Energy Capital Partners II-C (SMLP IP), LP (''ECP II-C SMLP IP'' and together with ECP II, ECP II-A and ECP II-B SMLP IP the ''SMLP Holdings Owners'') collectively hold all of the membership interests in SMLP Holdings, LLC (''SMLP Holdings''). Energy Capital Partners II, LLC (''ECP'') indirectly controls the SMLP Holdings Owners. Accordingly, ECP and the SMLP Holdings Owners may be deemed to indirectly beneficially own the 1,545,548 common units held by SMLP Holdings but disclaim beneficial ownership except to the extent of their pecuniary interest therein. ECP II, ECP II-A, Energy Capital Partners II-B IP, LP (''ECP II-B''), Energy Capital Partners II-C (Summit IP), LP (''ECP II-C''), Energy Capital Partners II (Summit Co-Invest), LP ("ECP Summit Co-Invest" and together with ECP II, ECP II-A, ECP II-B and ECP II-C, the ''ECP Funds''), collectively hold greater than a majority of the membership interest in Summit Midstream Partners, LLC ("Summit") and are entitled to elect five of the five directors of Summit. Summit is the sole member of Summit Midstream Partners Holdings, LLC (''SMPH'') and as such, may be deemed to have indirect beneficial ownership of the 5,293,571 common units held by SMPH in addition to the 151,160 common units held directly. Accordingly, ECP and the ECP Funds may be deemed to indirectly beneficially own the 5,444,731 common units held by Summit and SMPH but disclaim beneficial ownership except to the extent of their pecuniary interest therein. The common units do not include 24,409,850 subordinated units held by SMPH. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer Partnership Agreement.