Statement of Changes in Beneficial Ownership (4)
March 16 2018 - 5:43PM
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
*
MALLETT LEONARD WAYNE
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2. Issuer Name
and
Ticker or Trading Symbol
Summit Midstream Partners, LP
[
SMLP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See remarks below.
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(Last)
(First)
(Middle)
C/O SUMMIT MIDSTREAM PARTNERS, LP, 1790 HUGHES LANDING BLVD., SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2018
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(Street)
THE WOODLANDS, TX 77380
(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)
_
X
_ Form filed by One Reporting Person
___ 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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Common Units
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3/15/2018
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M
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23866
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A
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(1)
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83499
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D
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Common Units
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3/15/2018
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F
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1549
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D
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$15.25
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81950
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D
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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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Phantom Units
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(1)
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3/15/2018
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M
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13495
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(2)
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(3)
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Common Units
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13495
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$0.00
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13495
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D
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Distribution Equivalent Rights
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$4.60
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3/15/2018
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D
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13495
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(2)
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(3)
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Common Units
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13495
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$0.00
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0
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D
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Phantom Units
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(1)
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3/15/2018
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M
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10371
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(4)
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(3)
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Common Units
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10371
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$0.00
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20740
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D
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Distribution Equivalent Rights
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$2.30
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3/15/2018
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D
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10371
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(4)
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(3)
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Common Units
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10371
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$0.00
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0
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D
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Phantom Units
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(1)
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3/15/2018
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A
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40983
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(5)
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(3)
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Common Units
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40983
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$0.00
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40983
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D
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Explanation of Responses:
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(1)
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Each phantom unit is the economic equivalent of one common unit.
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(2)
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One-third of the phantom units subject to the original award agreement vested on March 15, 2018, with the final one-third of the phantom units subject to vesting on the third anniversary of the March 15, 2016 grant date, subject to continued employment. The Reporting Person received distribution equivalent rights (DERs) for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
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(3)
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The phantom units and associated DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.
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(4)
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One-third of the phantom units subject to the original award agreement vested on March 15, 2018, with the remaining phantom units subject to vesting on the second and third anniversaries of the March 15, 2017 grant date, subject to continued employment. The Reporting Person received DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
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(5)
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One-third of the phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) shall vest on each of the first, second and third anniversaries of the Grant Date (March 15, 2018), subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive distribution equivalent rights for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.
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Remarks:
The Reporting Person is Executive Vice President and Chief Operations Officer of Summit Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.
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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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MALLETT LEONARD WAYNE
C/O SUMMIT MIDSTREAM PARTNERS, LP
1790 HUGHES LANDING BLVD., SUITE 500
THE WOODLANDS, TX 77380
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See remarks below.
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Signatures
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/s/ Brock M. Degeyter, Attorney-in-Fact for Leonard W. Mallett
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3/16/2018
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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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