Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Brock Tom L
  2. Issuer Name and Ticker or Trading Symbol
American Midstream Partners, LP [AMID]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, CAO, Corporate Controller
(Last)
(First)
(Middle)
1400 16TH STREET, SUITE 310
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2015
(Street)

DENVER, CO 80202
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units (limited partner interests)               3,492 D  
Common Units (limited partner interests) 03/02/2015   M   1,250 A $ 0 4,742 D  
Common Units (limited partner interests) 03/02/2015   D   472 D (1) $ 18.33 4,270 D  
Common Units (limited partner interests) 03/02/2015   A   3,164 A $ 0 7,434 D  
Common Units (limited partner interests) 03/02/2015   D   1,365 D (1) $ 18.33 6,069 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom units (2) 02/27/2015   A   9,847     (3)   (4) Common Units (limited partner interests) 9,847 $ 0 9,847 D  
Phantom units (2)               (5)   (4) Common Units (limited partner interests) 6,113   6,113 D  
Phantom units (2)               (6)   (4) Common Units (limited partner interests) 3,750   3,750 D  
Phantom units (2) 03/02/2015   M     1,250   (6)   (4) Common Units (limited partner interests) 1,250 $ 0 2,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Brock Tom L
1400 16TH STREET
SUITE 310
DENVER, CO 80202
      VP, CAO, Corporate Controller  

Signatures

 /s/ William B. Mathews, Attorney-in-Fact for Tom L Brock   03/03/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Units were sold back to the Issuer at market value to pay withholding taxes.
(2) The phantom units are settled upon vesting in common units (on a one for one basis) or cash, at the discretion of the Issuer.
(3) 25% of the phantom units vest of each of the first four anniversaries of February 23, 2015.
(4) The phantom units do not expire.
(5) 25% of the phantom units vest on each of the first four anniversaries of the February 19, 2014 grant date.
(6) The phantom units vest in 1,250 unit increments on each of March 2, 2016 and 2016.

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