Amended Statement of Ownership (sc 13g/a)
March 17 2017 - 12:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
JP ENERGY
PARTNERS LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
46643C 109
(CUSIP
Number)
March 8, 2017
(Date of Event which Requires filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. Y938M 101
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Schedule 13G
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Page 2 of 11
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1
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NAMES OF
REPORTING PERSONS
Magnolia Infrastructure Holdings, LLC (1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 (2)
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6
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SHARED VOTING POWER
0 (2)
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7
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SOLE DISPOSITIVE POWER
0 (2)
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8
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SHARED DISPOSITIVE POWER
0 (2)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (2)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
Not Applicable
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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All of the common and subordinated units in the Issuer held byJP Energy Development LP (“JPED”) were distributed to its parent AL Lonestar, LLC (“AL Lonestar”). Magnolia Infrastructure Holdings, LLC
(“Magnolia Holdings”) is successor by merger to AL Lonestar, which is successor by merger to Lonestar Midstream Holdings, LLC (“Lonestar Midstream”). Magnolia Holdings therefore was the holder of all the common and subordinated
units in the Issuer formerly held by JPED and Lonestar Midstream.
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(2)
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On March 8, 2017, all of the common and subordinated units in the Issuer held beneficially or otherwise by the Reporting Persons were converted into common units of AMID upon the completion of the acquisition of the
Issuer by American Midstream Partners, LP (“AMID”) pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, JPE Energy GP II LLC, AMID, American Midstream GP, LLC, Argo Merger Sub, LLC
and Argo Merger GP Sub, LLC.
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CUSIP: 46643C 109
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Schedule 13G
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Page 3 of 11
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1
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NAMES OF
REPORTING PERSONS
ArcLight Capital Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 (1)
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6
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SHARED VOTING POWER
0 (1)
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7
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SOLE DISPOSITIVE POWER
0 (1)
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8
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SHARED DISPOSITIVE POWER
0 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
Not Applicable
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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On March 8, 2017, all of the common and subordinated units in the Issuer held beneficially or otherwise by the Reporting Persons were converted into common units of AMID upon the completion of the acquisition of the
Issuer by American Midstream Partners, LP (“AMID”) pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, JPE Energy GP II LLC, AMID, American Midstream GP, LLC, Argo Merger Sub, LLC
and Argo Merger GP Sub, LLC.
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CUSIP: 46643C 109
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Schedule 13G
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Page 4 of 11
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1
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NAMES OF
REPORTING PERSONS
ArcLight Capital Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 (1)
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6
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SHARED VOTING POWER
0 (1)
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7
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SOLE DISPOSITIVE POWER
0 (1)
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8
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SHARED DISPOSITIVE POWER
0 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
Not Applicable
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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On March 8, 2017, all of the common and subordinated units in the Issuer held beneficially or otherwise by the Reporting Persons were converted into common units of AMID upon the completion of the acquisition of the
Issuer by American Midstream Partners, LP (“AMID”) pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, JPE Energy GP II LLC, AMID, American Midstream GP, LLC, Argo Merger Sub, LLC
and Argo Merger GP Sub, LLC.
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CUSIP: 46643C 109
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Schedule 13G
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Page 5 of 11
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1
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NAMES OF
REPORTING PERSONS
ArcLight Energy Partners Fund V, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 (1)
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6
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SHARED VOTING POWER
0 (1)
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7
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SOLE DISPOSITIVE POWER
0 (1)
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8
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SHARED DISPOSITIVE POWER
0 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
Not Applicable
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12
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TYPE OF REPORTING PERSON
PN
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(1)
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On March 8, 2017, all of the common and subordinated units in the Issuer held beneficially or otherwise by the Reporting Persons were converted into common units of AMID upon the completion of the acquisition of the
Issuer by American Midstream Partners, LP (“AMID”) pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, JPE Energy GP II LLC, AMID, American Midstream GP, LLC, Argo Merger Sub, LLC
and Argo Merger GP Sub, LLC.
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CUSIP: 46643C 109
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Schedule 13G
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Page 6 of 11
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1
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NAMES OF
REPORTING PERSONS
Daniel R. Revers
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZEN OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 (1)
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6
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SHARED VOTING POWER
0 (1)
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7
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SOLE DISPOSITIVE POWER
0 (1)
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8
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SHARED DISPOSITIVE POWER
0 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
Not Applicable
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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On March 8, 2017, all of the common and subordinated units in the Issuer held beneficially or otherwise by the Reporting Persons were converted into common units of AMID upon the completion of the acquisition of the
Issuer by American Midstream Partners, LP (“AMID”) pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, JPE Energy GP II LLC, AMID, American Midstream GP, LLC, Argo Merger Sub, LLC
and Argo Merger GP Sub, LLC.
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CUSIP: 46643C 109
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Schedule 13G
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Page 7 of 11
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ITEM 1.
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(a) Name of Issuer:
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JP Energy Partners LP (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices:
600 East Las Colinas Boulevard
Suite 2000
Irving, Texas 75039
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ITEM 2.
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(a) Name of Person Filing:
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Magnolia Infrastructure Holdings, LLC
ArcLight Capital Partners, LLC
ArcLight Capital Holdings, LLC
ArcLight Energy Partners Fund V, L.P.
Daniel R. Revers
(b) Address
or Principal Business Office:
Principal business office of all persons filing:
200 Clarendon Street
55th
Floor
Boston, MA 02117
(c) Citizenship:
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Magnolia Infrastructure Holdings, LLC
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Delaware
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ArcLight Capital Partners, LLC
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Delaware
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ArcLight Capital Holdings, LLC
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Delaware
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ArcLight Energy Partners Fund V, L.P.
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Delaware
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Daniel R. Revers
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United States
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(d) Title of Class of Securities:
Common units representing limited partner interests (“Common Units”)
(e) CUSIP Number:
46643C
109
Not applicable.
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CUSIP: 46643C 109
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Schedule 13G
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Page 8 of 11
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Provide the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
All of the common and subordinated units in the Issuer held byJP Energy Development
LP (“JPED”) were distributed to its parent AL Lonestar, LLC (“AL Lonestar”). Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”) is successor by merger to AL Lonestar, which is successor by merger to Lonestar
Midstream Holdings, LLC (“Lonestar Midstream”). Magnolia Holdings therefore was the holder of all the common and subordinated units in the Issuer formerly held by JPED and Lonestar Midstream.
ArcLight Energy Partners Fund V, L.P. (“Fund V”) owns and controls Magnolia Holdings and therefore was deemed to indirectly
beneficially own the common and subordinated units of the Issuer held by Magnolia Holdings. ArcLight Capital Partners, LLC (“ArcLight Capital Partners”) is the investment manager of, and ArcLight Capital Holdings, LLC is the managing
partner of the general partner of, Fund V. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Capital Partners’ investment committee, Mr. Revers was deemed to indirectly beneficially own the units held by
Magnolia, but disclaimed any such ownership except to the extent of his pecuniary interest therein.
On March 8, 2017, all of the
common and subordinated units in the Issuer held beneficially or otherwise by the Reporting Persons were converted into common units of AMID upon the completion of the acquisition of the Issuer by American Midstream Partners, LP (“AMID”)
pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, JPE Energy GP II LLC, AMID, American Midstream GP, LLC, Argo Merger Sub, LLC and Argo Merger GP Sub, LLC. The Reporting Persons no
longer beneficially own any securities in the Issuer.
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ITEM 5.
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Ownership of Five Percent or Less of a Class
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Not applicable.
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CUSIP: 46643C 109
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Schedule 13G
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Page 9 of 11
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ITEM 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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ITEM 8.
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Identification and Classification of Members of the Group
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Not applicable.
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ITEM 9.
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Notice of Dissolution of Group
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Not applicable.
Not applicable.
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CUSIP: 46643C 109
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Schedule 13G
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Page 10 of 11
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date
: March 17, 2017
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/s/ Daniel R. Revers
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Magnolia Infrastructure Holdings, LLC
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By: Daniel R. Revers, President
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/s/ Daniel R. Revers
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Arclight Capital Partners, LLC
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Daniel R. Revers, Managing Partner
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/s/ Daniel R. Revers
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Arclight Capital Holdings, LLC
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Daniel R. Revers, Managing Partner
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/s/ Daniel R. Revers
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Arclight Energy Partners Fund V, LP
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By: ArcLight PEF GP V, its general partner
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By: Arclight Capital Holdings, its manager
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Daniel R. Revers, Managing Partner
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/s/ Daniel R. Revers
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Daniel R. Revers
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CUSIP: 46643C 109
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Schedule 13G
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Page 11 of 11
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JOINT FILING AGREEMENT
In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing
with each other of the attached statement on Schedule 13G and to all amendments to such statement.
IN WITNESS WHEREOF, the undersigned
hereby executed this Agreement as of March 17, 2017
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/s/ Daniel R. Revers
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Magnolia Infrastructure Holdings, LLC
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By: Daniel R. Revers, President
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/s/ Daniel R. Revers
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Arclight Capital Partners, LLC
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Daniel R. Revers, Managing Partner
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/s/ Daniel R. Revers
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Arclight Capital Holdings, LLC
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Daniel R. Revers, Managing Partner
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/s/ Daniel R. Revers
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Arclight Energy Partners Fund V, LP
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By: ArcLight PEF GP V, its general partner
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By: Arclight Capital Holdings, its manager
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Daniel R. Revers, Managing Partner
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/s/ Daniel R. Revers
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Daniel R. Revers
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