Statement of Changes in Beneficial Ownership (4)
July 23 2019 - 3:08PM
Edgar (US Regulatory)
FORM 4
[
X
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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
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Kalamaras Eric
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2. Issuer Name
and
Ticker or Trading Symbol
Third Coast Midstream, LLC
[
AMID
]
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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)
SVP & CFO
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(Last)
(First)
(Middle)
C/O THIRD COAST MIDSTREAM, LLC, 2103 CITYWEST BLVD., BLDG.4, SUITE 800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/23/2019
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(Street)
HOUSTON, TX 77042
(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 (limited partner interests)
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7/23/2019
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D
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23015
(1)
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D
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$0
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0
(2)
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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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Explanation of Responses:
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(1)
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Represents common units representing limited partnership interests (the "Common Units") of Third Coast Midstream, LLC (f/k/a American Midstream Partners, LP), a Delaware limited liability company (the "Issuer").
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(2)
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On July 23, 2019, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated March 17, 2019, among the American Midstream GP, LLC (the "General Partner"), the Issuer, Anchor Midstream Acquisition, LLC ("Parent"), Anchor Midstream Merger Sub, LLC ("Merger Sub") and High Point Infrastructure Partners, LLC, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of the General Partner and Parent. In connection with the consummation of the Merger, each Common Unit (other than Common Units held by Parent) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $5.25 cash in Merger Consideration (as defined in the Merger Agreement), and the Common Units were canceled and ceased to be outstanding. As of the effective time of the Merger, the Reporting Person no longer owns any Common Units.
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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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Kalamaras Eric
C/O THIRD COAST MIDSTREAM, LLC
2103 CITYWEST BLVD., BLDG.4, SUITE 800
HOUSTON, TX 77042
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SVP & CFO
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Signatures
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/s/ Christopher B. Dial, Attorney-in-Fact for Eric T. Kalamaras
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7/22/2019
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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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