Statement of Changes in Beneficial Ownership (4)
November 16 2017 - 5:55PM
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
*
ARCLIGHT ENERGY PARTNERS FUND V, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
American Midstream Partners, LP
[
AMID
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
SEE REMARKS
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(Last)
(First)
(Middle)
C/O ARCLIGHT CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 55TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/14/2017
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(Street)
BOSTON, MA 02117
(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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Series A-1 Convertible Preferred Units
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(1)
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11/14/2017
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A
(1)
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127751
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(1)
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(1)
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Common Units (limited partner interests)
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146696.0
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$15.24
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7504319
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I
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(1)
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Series A-2 Convertible Preferred Units
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(2)
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11/14/2017
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A
(2)
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54732
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(2)
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(2)
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Common Units (limited partner interests)
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62849.0
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$15.24
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3215079
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I
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(2)
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Series C Convertible Preferred Units
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(3)
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11/14/2017
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A
(3)
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173242
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(3)
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(3)
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Common Units (limited partner interests)
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181003.0
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$13.40
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8965447
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I
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(3)
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Explanation of Responses:
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(1)
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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 American Midstream Partners, LP (the "Issuer") ("Common Units") at a conversion ratio of 1:1.1483 at any time.
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(2)
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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 1:1.1483 at any time.
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(3)
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Represents Series C Convertible Preferred Units (the "Series C Units") held 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 dated. The Series C Units have no expiration date and are convertible in whole or part into Common Units at a conversion ratio of 1:1.0448 at any time.
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Remarks:
(A) ArcLight Capital Holdings, LLC ("ArcLight") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and ArcLight Energy Partners Fund V, L.P. ("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 Magnolia, also owns approximately 90% of the ownership interest in HPIP. HPIP and AMID GP Holdings LLC, a subsidiary of Magnolia Holdings, own respectively, approximately 77% and 23% of American Midstream GP, LLC (the "General Partner"), the general partner of the Issuer. 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. (B) Some of the entity names in the signature blocks have been abbreviated due to the limitations of the electronic filing system. Please refer to the text above for the complete legal names of such entities.
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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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ARCLIGHT ENERGY PARTNERS FUND V, L.P.
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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SEE REMARKS
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Magnolia Infrastructure Holdings, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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Magnolia Infrastructure Partners, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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High Point Infrastructure Partners, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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See Remarks
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AMID GP Holdings, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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ArcLight Capital Holdings, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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ArcLight Capital Partners, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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Revers Daniel R
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA 02117
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X
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X
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Signatures
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/s/ Daniel R. Revers
FUND V
By: ArcLight PEF GP V, LLC, its General Partner
By: ArcLight Capital Holdings, LLC, its Manager
By: ACHP II, L.P., its Managing Member
By: ACH GP, LLC, its General Partner
By: Daniel R. Revers, Manager
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11/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Daniel R. Revers, President
MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC
By: Daniel R. Revers, President
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11/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Daniel R. Revers
ARCLIGHT CAPITAL HOLDINGS, LLC
By: ACHP II, L.P., its Managing Member
By: ACH GP, LLC, its General Partner
By: Daniel Revers, Manager
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11/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Daniel R. Revers
AMID GP HOLDINGS, LLC
By: Arclight PEF GP V, LLC, its General Partner
By: Arclight Capital Holdings, LLC, its Manager
By: ACHP II L.P. its Managing Member
By: ACH GP, LLC, its General Partner
By: Daniel R. Revers, Manager
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11/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Daniel R. Revers
ARCLIGHT CAPITAL PARTNERS, LLC
By: Daniel R. Revers, Managing Partner
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11/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Daniel R. Revers
MAGNOLIA INFRASTRUCTURE PARTNERS, LLC
By: Daniel R. Revers, President
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11/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Daniel R. Revers
HIGH POINT INFRASTRUCTURE PARTNERS, LLC
By: Daniel R. Revers, President
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11/14/2017
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**
Signature of Reporting Person
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Date
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/s/ Daniel R. Revers
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11/14/2017
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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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