SEC Form 4 · accession 0001209191-18-020305
Summit Midstream Partners, LP · SMLP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven J Newby
Officer — See remarks below. · Director
Period of report
Mar 15, 2018
Accepted (ET)
Mar 16, 2018 · 5:36 pm EDT
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 UnitsF1 | Mar 15, 2018 | M | 53,482 | — | A | 92,294 | D | |
| Common Units | Mar 15, 2018 | F | 5,192 | $15.25 | D | 87,102 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Units (DCP)F2 | — | Mar 15, 2018 | A | 6,239 | A | — | — | Common Units | 6,239 | 12,478 | D |
| Phantom UnitsF1,F3,F4 | — | Mar 15, 2018 | M | 12,667 | D | — | — | Common Units | 12,667 | 0 | D |
| Distribution Equivalent RightsF3,F4 | $6.885 | Mar 15, 2018 | D | 12,667 | D | — | — | Common Units | 12,667 | 0 | D |
| Phantom Units (DCP)F5 | — | Mar 15, 2018 | A | 12,990 | A | — | — | Common Units | 12,990 | 25,980 | D |
| Phantom UnitsF1,F6,F4 | — | Mar 15, 2018 | M | 26,371 | D | — | — | Common Units | 26,371 | 39,361 | D |
| Distribution Equivalent RightsF6,F4 | $4.60 | Mar 15, 2018 | D | 26,371 | D | — | — | Common Units | 26,371 | 0 | D |
| Phantom Units (DCP)F7 | — | Mar 15, 2018 | A | 14,445 | A | — | — | Common Units | 14,445 | 14,445 | D |
| Phantom UnitsF1,F8,F4 | — | Mar 15, 2018 | M | 14,444 | D | — | — | Common Units | 14,444 | 57,777 | D |
| Distribution Equivalent RightsF8,F4 | $2.30 | Mar 15, 2018 | D | 14,444 | D | — | — | Common Units | 14,444 | 0 | D |
| Phantom UnitsF1,F9,F4 | — | Mar 15, 2018 | A | 101,639 | A | — | — | Common Units | 101,639 | 101,639 | D |
Explanation of responses
- F1Each phantom unit is the economic equivalent of one common unit.
- F2Under the terms of the Summit Midstream Partners, LLC Deferred Compensation Plan (DCP), the Reporting Person has elected to defer a portion of his phantom units (and the accrued DERs) associated with his March 15, 2015 award, and will be entitled to a distribution in Common Units or cash, as determined by the company, upon termination of employment. The Reporting Person is entitled to DERs, providing for payment equal to the distributions from and after grant date of the phantom units.
- F3The final one-third of the phantom units subject to the original award agreement vested on March 15, 2018, on the third anniversary of the March 15, 2015 grant date. The Reporting Person received distribution equivalent rights (DERs) for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
- F4The phantom units and associated DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.
- F5Under the terms of the Summit Midstream Partners, LLC Deferred Compensation Plan (DCP), the Reporting Person has elected to defer a portion of his phantom units (and the accrued DERs) associated with his March 15, 2016 award, and will be entitled to a distribution in Common Units or cash, as determined by the company, upon termination of employment. The Reporting Person is entitled to DERs, providing for payment equal to the distributions from and after grant date of the phantom units.
- F6One-third of the phantom units subject to the original award agreement vested on March 15, 2018, with the final one-third of the phantom units subject to vesting on the third anniversary of the March 15, 2016 grant date, subject to continued employment. The Reporting Person received distribution equivalent rights (DERs) for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
- F7Under the terms of the Summit Midstream Partners, LLC Deferred Compensation Plan (DCP), the Reporting Person has elected to defer a portion of his phantom units (and the accrued DERs) associated with his March 15, 2017 award, and will be entitled to a distribution in Common Units or cash, as determined by the company, upon termination of employment. The Reporting Person is entitled to DERs, providing for payment equal to the distributions from and after grant date of the phantom units.
- F8One-third of the phantom units subject to the original award agreement vested on March 15, 2018, with the remaining phantom units subject to vesting on the second and third anniversaries of the March 15, 2017 grant date, subject to continued employment. The Reporting Person received DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
- F9One-third of the phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) shall vest on each of the first, second and third anniversaries of the Grant Date (March 15, 2018), subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive distribution equivalent rights for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
Remarks
The Reporting Person is President and Chief Executive Officer of Summit Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.