SEC Form 4 · accession 0001104659-16-103097
Summit Midstream Partners, LP · SMLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ENERGY CAPITAL PARTNERS II, LP
10% Owner
ENERGY CAPITAL PARTNERS II-A, LP
10% Owner
ENERGY CAPITAL PARTNERS II, LLC
Director · 10% Owner
ENERGY CAPITAL PARTNERS II-B IP, LP
10% Owner
Period of report
Mar 3, 2016
Accepted (ET)
Mar 7, 2016 · 9:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001549922
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,F3 | Mar 3, 2016 | P | 350,000 | $13.81 | A | 3,636,562 | I | BY: SMLP HOLDINGS, LLC |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F2,F4,F3 | Mar 4, 2016 | P | 43,330 | $14.79 | A | 3,679,892 | I | BY: SMLP HOLDINGS, LLC |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F2,F5,F3 | Mar 7, 2016 | P | 208,033 | $15.19 | A | 3,887,925 | I | BY: SMLP HOLDINGS, LLC |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F6 | holding | — | — | — | 29,703,421 | I | BY: SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC | |
| COMMON UNITS (LIMITED PARTNER INTERESTS)F6 | holding | — | — | — | 151,160 | I | BY: SUMMIT MIDSTREAM PARTNERS, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Units were purchased pursuant to a 10b5-1 plan entered into on December 15, 2015.
- F2The 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 4 and 5.
- F3Energy Capital Partners II, LP ("ECP II") and certain of its parallel funds (collectively, 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 3,887,925 common units held by SMLP Holdings but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
- F4These common units were purchased in multiple transactions ranging from $14.48 to $14.98, inclusive.
- F5These common units were purchased in multiple transactions ranging from $14.91 to $15.48, inclusive.
- F6ECP indirectly controls ECP II, Energy Capital Partners II-A, LP (''ECP II-A''), Energy Capital Partners II-B IP, LP (''ECP II-B''), Energy Capital Partners II-C (Summit IP), LP (''ECP II-C'') and 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''), which collectively hold more than a majority of the membership interests in Summit Midstream Partners, LLC ("Summit") and are entitled to appoint all the directors of Summit. Summit is the sole member of Summit Midstream Partners Holdings, LLC (''SMPH'') and may be deemed to have indirect beneficial ownership of the 29,703,421 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 29,854,581 common units held by Summit and SMPH but disclaim beneficial ownership except to the extent of their pecuniary interest therein.