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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARCLIGHT ENERGY PARTNERS FUND V, L.P. C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | SEE REMARKS | |
Magnolia Infrastructure Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
ArcLight Capital Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
ArcLight Capital Partners, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
Revers Daniel R C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X |
/s/ Daniel S. Revers FUND V By: ArcLight PEF GP V, LLC, its General Partner By: ArcLight Capital Holdings, LLC, its Manager By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: Daniel R. Revers, Manager | 12/11/2018 | |
**Signature of Reporting Person | Date | |
/s/ Daniel S. Revers, President MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC By: Daniel R. Revers, President | 12/11/2018 | |
**Signature of Reporting Person | Date | |
/s/ Daniel S. Revers ARCLIGHT CAPITAL HOLDINGS, LLC By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: Daniel Revers, Manager | 12/11/2018 | |
**Signature of Reporting Person | Date | |
/s/ Daniel S. Revers ARCLIGHT CAPITAL PARTNERS, LLC By: Daniel R. Revers, Managing Partner | 12/11/2018 | |
**Signature of Reporting Person | Date | |
/s/ Daniel S. Revers | 12/11/2018 | |
**Signature of Reporting Person | Date |
* | 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) | In December 2013, American Midstream Partners, LP (the "Issuer") acquired Blackwater Midstream Holdings, LLC ("Blackwater") from AL Blackwater, LLC ("AL Blackwater"). The Agreement and Plan of Merger by and among AL Blackwater, Blackwater, the Issuer and Blackwater Merger Sub, LLC, dated as of December 10, 2013 (the "Merger Agreement"), included a provision whereby AL Blackwater would be entitled to additional merger consideration, payable in either cash or Common Units, or a combination thereof, based on Blackwater meeting certain operating targets. Final resolution of the additional merger consideration was determined in the fourth quarter of 2018, in accordance with the Merger Agreement, and, on December 10, 2018, the Issuer issued 810,517 Common Units to Common Units to Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"), an affiliate of AL Blackwater, as part of the additional merger consideration. |
(2) | Does not include (i) 7,707,571 Series A-1 Convertible Preferred Units held directly by High Point Infrastructure Partners, LLC ("HPIP"), which have no expiration date and are convertible in whole or in part into common units of the Issuer at a conversion rate of 1:1.2811 at any time, (ii) 3,302,158 Series A-2 Convertible Preferred Units held by Magnolia Infrastructure Partners, LLC ("Magnolia"), which have no expiration date and are convertible in whole or in part into common units of the Issuer at a conversion rate of 1:1.2811 at any time and (iii) 9,241,642 Series C Convertible Preferred Units held by Magnolia Holdings, which have no expiration date and are convertible in whole or in part into common units of the Issuer at a conversion rate of 1:1.0014 at any time. |
(3) | The common units reflected in Column 5 include (i) 2,853,482 common units directly owned by Busbar II, LLC ("Busbar"), (ii) 10,563,942 common units directly owned by Magnolia Holdings, (iii) 618,921 common units directly owned by Magnolia, (iv) 1,349,609 common units directly owned by American Midstream GP, LLC (the "General Partner"), the general partner of the Issuer. |
Remarks: ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and ArcLight Energy Partners Fund V, L.P. ("Fund V"), the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of the general partner of the limited partnership that manages ArcLight Holdings, a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V directly owns Busbar and Magnolia Holdings, which owns Magnolia. Fund V, through Magnolia, also owns approximately 90% of the ownership interest in HPIP. HPIP and AMID GP Holdings LLC, a subsidiary of Magnolia Holdings, own respectively, approximately 77% and 23% of the General Partner. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. |