Statement of Changes in Beneficial Ownership (4)
June 23 2016 - 4:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
HITE Hedge Asset Management LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Sanchez Production Partners LP
[
SPP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Manager
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(Last)
(First)
(Middle)
ONE GATEWAY CENTER, 300 WASHINGTON ST., SUITE 308
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2016
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(Street)
NEWTON, MA 02458
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Cash Settled Equity Swaps
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$0
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6/3/2016
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6/3/2016
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S/K
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1061
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12/31/2016
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12/31/2016
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Sanchez Production Partners
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1061
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$10.32
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167939
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I
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See Footnotes (1)(2)(3)(4)(5)
(1)
(2)
(3)
(4)
(5)
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Cash Settled Equity Swaps
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$0
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6/9/2016
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6/9/2016
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S/K
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1400
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12/31/2016
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12/31/2016
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Sanchez Production Partners
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1400
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$10.24
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166539
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I
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See Footnotes (1)(2)(3)(4)(5)
(1)
(2)
(3)
(4)
(5)
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Cash Settled Equity Swaps
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$0
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6/23/2016
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6/23/2016
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S/K
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700
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12/31/2016
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12/31/2016
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Sanchez Production Partners
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700
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$10.04
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165839
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I
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See Footnotes (1)(2)(3)(4)(5)
(1)
(2)
(3)
(4)
(5)
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Explanation of Responses:
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(
1)
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The securities disclosed in this Form 4 may be deemed indirectly beneficially owned by HITE Hedge Asset Management LLC. The securities are directly held by HITE Hedge LP,HITE MLP LP,HITE Hedge QP LP, and HITE MLP Advantage LP (collectively, the "HITE Funds"), for which HITE Hedge Asset Management LLC is the investment adviser. Mr. Jampel serves as Managing Member of HITE Hedge Asset Management LLC.
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(
2)
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(Continued from footnote 1) Each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed to be the indirect beneficial owners of such Common Units held by the HITE Funds by virtue of their direct and indirect control of the HITE Funds.
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(
3)
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(continued from footnote 2) The reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(g) group with HITE Hedge Asset Management LLC as disclosed in a Schedule 13G filed on behalf of the Reporting Persons on April 22, 2016. As of April 22, 2016, the members of this Section 13(g) group collectively owned more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein.
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(
4)
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The number of Common Units reported herein does not include an additional aggregate 204,074 common units HITE believes the Reporting Persons are entitled to receive pursuant to the terms of the Issuer's Amended and Restated Agreement of LImited Partnership, dated as of August 3, 2015. The Reporting Persons are in discussions with the Issuer about their entitlement to these Common Units.
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(
5)
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In addition to the Common Units reported herein,two other funds (HITE Hedge Offshore, Ltd., HITE MLP Caymans, Ltd.) for which HITE serves as investment adviser have exposure to 169,000 units (165,839 after the sales) through cash-settled equity swaps (the "Equity Swaps") under which its profit will be based upon any increase in value in the common units and its loss will be based upon any decrease in the value of the common units over the term of the transactions. The Equity Swaps may only be settled in cash and do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any common units and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any common units that may be referenced in the swap contracts or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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HITE Hedge Asset Management LLC
ONE GATEWAY CENTER, 300 WASHINGTON ST.
SUITE 308
NEWTON, MA 02458
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Manager
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HITE Hedge LP
ONE GATEWAY CENTER, 300 WASHINGTON ST.
SUITE 308
NEWTON, MA 02458
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X
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HITE Hedge QP LP
ONE GATEWAY CENTER, 300 WASHINGTON ST.
SUITE 308
NEWTON, MA 02458
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X
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HITE MLP LP
ONE GATEWAY CENTER,300 WASHINGTON STREET
SUITE 308
NEWTON, MA 02458
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X
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HITE MLP Advantage LP
ONE GATEWAY CENTER, SUITE 308
300 WASHINGTON STREET
NEWTON, MA 02458
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X
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Jampel James M
ONE GATEWAY CENTER,300 WASHINGTON STREET
SUITE 308
NEWTON, MA 02458
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Manager
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Signatures
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HITE Hedge Asset Management LLC By: /s/ James M. Jampel, Managing Member
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6/23/2016
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**
Signature of Reporting Person
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Date
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HITE Hedge LP, By: HITE Hedge Capital LP, its General Partner. By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager
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6/23/2016
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**
Signature of Reporting Person
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Date
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HITE MLP LP, By: HITE Hedge Capital LP, its General Partner. By: HITE Hedge Capital LLC, its General Partner, By: /s/James M. Jampel, Manager
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6/23/2016
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**
Signature of Reporting Person
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Date
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HITE Hedge QP LP, By: HITE Hedge Capital LP, its General Partner. By: Hite Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager
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6/23/2016
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**
Signature of Reporting Person
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Date
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HITE MLP Advantage LP, By: HITE Hedge Capital LP, its General Partner. By: Hite Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager
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6/23/2016
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**
Signature of Reporting Person
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Date
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/s/ James M. Jampel
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6/23/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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