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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 | ||||||||
| Series A-1 Convertible Preferred Units | (1) | 11/14/2016 | J(1) | 109,399 | (1) | (1) | Common Units | 120,251 | $ 15.92 | 7,075,922 (2) | I | See Footnote (1) | |||
| Series A-2 Convertible Preferred Units | (3) | 11/14/2016 | J(3) | 46,870 | (3) | (3) | Common Units | 51,520 | $ 15.92 | 3,031,542 (4) | I | See Footnote (3) | |||
| Series C Convertible Preferred Units | (3) | 11/14/2016 | J(5) | 127,737 | (5) | (5) | Common Units | 127,826 | $ 13.99 | 8,792,205 (6) | I | See Footnote (5) | |||
| 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 | ||
| Magnolia Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
| High Point Infrastructure Partners, 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 | ||
| American Midstream GP, LLC ATTENTION: REGINA GREGORY 2103 CITYWEST BLVD., BLDG. 4 - 7TH FLR HOUSTON, TX 77042 |
X | X | ||
| /s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President | 11/16/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, By: Daniel R. Revers, President | 11/16/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President | 11/16/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Regina Gregory, AMERICAN MIDSTREAM GP, LLC, By: Regina Gregory, Senior Vice President | 11/16/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner | 11/16/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner | 11/16/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT ENERGY PARTNERS FUND V, L.P., By: ArcLight PEF GP V, LLC, its General Partner, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner | 11/16/2016 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers | 11/16/2016 | |
| **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) | Represents Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-1 Units owned on the distribution record date. The Series A-1 Units have no expiration date and are convertible in whole or in part into common units of the Issuer ("Common Units") at a conversion ratio of 1:1.0992 at any time. |
| (2) | Represents the aggregate number of Series A-1 Units held after the acquisition of Series A-1 Units reported in Column 5 of this line item. |
| (3) | Represents Series A-2 Convertible Preferred Units (the "Series A-2 Units") held by Magnolia Infrastructure Partners, LLC ("Magnolia") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-2 Units owned on the distribution record date. The Series A-2 Units have no expiration date and are convertible into Common Units at a conversion ratio of 1:1.0992 at any time. |
| (4) | Represents the aggregate number of Series A-2 Units held after the acquisition of Series A-2 Units reported in Column 5 of this line item. |
| (5) | Represents Series C Convertible Preferred Units (the "Series C Units") held directly by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series C Units owned on the distribution record date. The Series C Units have no expiration date and are convertible into Common Units at anytime at the holder's election, at a conversion ratio of 1:1.0007, subject to anti-dilution and certain other adjustments. Subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series C Units to the Issuer. |
| (6) | Represents the aggregate number of Series C Units held after the acquisition of Series C Units reported in Column 5 of this line item. |
| 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 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 ArcLight Holdings and 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 II, LLC ("Busbar") and Magnolia Holdings, which owns Magnolia. Fund V, through indirectly controlled subsidiaries, also owns approximately 90% of the ownership interest in HPIP, which in turn owns 95% of American Midstream GP, LLC (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. | |