Statement of Changes in Beneficial Ownership (4)
May 22 2020 - 4:21PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
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3235-0287
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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
*
Stonepeak Catarina Holdings LLC |
2. Issuer Name and Ticker or Trading Symbol
Sanchez Midstream Partners LP
[
SNMP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
55 HUDSON YARDS, 550 W. 34TH STREET, 48TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2020 |
(Street)
NEW YORK, NY 10001
(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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Class C Preferred Units | 5/20/2020 | | A(1) | | 1071793 | A | (1) | 35369150 | D (2)(3) | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | These Class C Preferred Units of the Issuer (the "Class C Preferred Units") are payable by the Issuer on May 29, 2020, to Class C Preferred Unit holders of record on May 20, 2020, in satisfaction of the first quarter 2020 distribution of the Class C Preferred Units (as authorized on April 29, 2020 by the Board of Directors of the general partner of the Issuer). The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units. |
(2) | These Class C Preferred Units are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. |
(3) | Each Reporting Person disclaims beneficial ownership of the Class C Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Class C Preferred Units for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Remarks: Exhibit 99.1: Additional Signatures.
Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be directors-by-deputization by virtue of Stonepeak Catarina Holdings LLC's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina Holdings LLC, are members of the Board. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Stonepeak Catarina Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak Catarina Upper Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak Infrastructure Fund (Orion AIV) LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak Associates LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak GP Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak GP Investors LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Vichie Trent D 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY 10001 |
| X |
| See Remarks |
Signatures
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/s/ Michael Dorrell | | 5/22/2020 |
**Signature of Reporting Person | Date |
/s/ Trent Vichie | | 5/22/2020 |
**Signature of Reporting Person | Date |
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