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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 | ||
| 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 | 03/10/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, By: Daniel R. Revers, President | 03/10/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President | 03/10/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Regina Gregory, AMERICAN MIDSTREAM GP, LLC, By: Regina Gregory, Senior Vice President | 03/10/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner | 03/10/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner | 03/10/2017 | |
| **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 | 03/10/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers | 03/10/2017 | |
| **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) | Upon the completion of the acquisition of JP Energy Partners LP ("JPE") by the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, American Midstream GP, LLC, JPE, JPE Energy GP II LLC, Argo Merger Sub, LLC and Argo Merger GP Sub, LLC, 3,674,187 JPE common units and 14,992,654 JPE subordinated units owned by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"), a direct, wholly owned subsidiary of ArcLight Energy Partners Fund V, L.P. ("Fund V"), were converted into a total of 9,753,425 common units of the Issuer. |
| (2) | Does not include (i) 7,187,358 Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP"), which do not have an expiration date and are convertible in whole or in part on an approximate 1.1027:1 basis into common units at any time after January 1, 2014, (ii) 3,079,284 Series A-2 Convertible Preferred Units held by Magnolia (as defined below), which do not have an expiration date and are convertible in whole or in part on an approximate 1.1027:1 basis into common units at any time, (iii) 8,792,205 Series C Convertible Preferred Units (the "Series C Units") |
| (3) | (Continued from Footnote 2) held by Magnolia Holdings, which do not have an expiration date and are convertible in whole or in part on an approximate 1:1.0036 basis into common units at any time and (iv) 2,333,333 Series D Convertible Preferred Units (the "Series D Units") held by Magnolia Holdings which are convertible in whole or in part on one-for-one basis, subject to anti-dilution and certain other adjustments, into common units at any time after June 30, 2017. On or prior to June 30, 2017, 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 D Units. |
| (4) | Busbar directly owns 2,255,754 common units out of the 13,977,709 common units reflected in Column 5. Magnolia Infrastructure Partners, LLC, an indirect, wholly owned subsidiary of Fund V ("Magnolia"), directly owns 618,921 common units out of the 13,977,709 common units reflected in Column 5. American Midstream GP, LLC (the "General Partner") directly owns 1,349,609 common units out of the 13,977,709 common units reflected in Column 5. |
| 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. Magnolia Holdings owns approximately 98% of Magnolia and approximately 23% of American Midstream GP, LLC (the "General Partner"). Magnolia owns approximately 90% of the ownership interest in HPIP, which in turn owns approximately 77% 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 | |