SEC Form 4 · accession 0001104659-16-133475
AZURE MIDSTREAM PARTNERS, LP · AZUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roy E. Bertolatus
Officer — General Counsel
Period of report
Jul 19, 2016
Accepted (ET)
Jul 20, 2016 · 11:00 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575599
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,F3 | Jul 19, 2016 | M | 17,500 | $0.00 | A | 17,500 | D | |
| Common units representing limited partner interestsF1,F4 | Jul 19, 2016 | F | 4,629 | $0.66 | D | 12,871 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom UnitsF3,F5 | — | Jul 19, 2016 | M | 17,500 | D | Jul 18, 2016 | — | Common Units | 17,500 | 0 | D |
Explanation of responses
- F1Date request was made by Issuer to Issuer's transfer agent to issue common units to those grantees whose phantom units vested on July 18, 2016, pursuant to the Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan.
- F2Represents the conversion upon vesting of phantom units into common units. On January 27, 2016, the Reporting Person was granted 17,500 phantom units of which 17,500 phantom units vested on July 18, 2016. Such phantom units were previously reported in Table II on a Form 4/A filed with the Securities and Exchange Commission on February 5, 2016. The common units into which such phantom units converted is reported in Table I on this Form 4.
- F3Each phantom unit is the economic equivalent of one common unit (limited partner interest) and will entitle the grantee to receive one common unit or an amount of cash equal to the fair market value of a common unit upon the vesting of the phantom unit.
- F4The Reporting Person is reporting the withholdding by Azure Midstream Partners, LP of 4,629 common units to satisfy the Reporting Person's tax withholding obligations in connection with the delivery of the phantom units noted in footnote 2 above to the Reporting Person.
- F5Phantom units do not expire.
Remarks
The Reporting Person is the General Counsel of Azure Midstream Partners GP, LLC (the "General Partner"). The Issuer is managed by the directors and executives of the General Partner.