Statement of Changes in Beneficial Ownership (4)
February 18 2015 - 4:30PM
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
*
SemGroup Corp
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2. Issuer Name
and
Ticker or Trading Symbol
Rose Rock Midstream, L.P.
[
RRMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
TWO WARREN PLACE, 6120 SOUTH YALE AVENUE, SUITE 700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2015
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(Street)
TULSA, OK 74136-4216
(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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Common Units representing limited partner interests
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1/1/2015
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C
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3750000
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A
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(1)
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10564709
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I
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See footnote
(2)
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Common Units representing limited partner interests
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2/13/2015
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A
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1750000
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A
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(3)
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12314709
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I
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See footnote
(2)
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Common Units representing limited partner interests
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2/17/2015
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C
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8389709
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A
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(4)
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20704418
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I
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See footnote
(2)
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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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Class A Units representing limited partner interests
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(1)
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1/1/2015
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C
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3750000
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(5)
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(5)
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Common Units representing limited partner interests
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3750000
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$0
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0
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I
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See footnote
(2)
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Subordinated Units representing limited partner interests
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(4)
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2/17/2015
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C
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8389709
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(6)
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(6)
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Common Units representing limited partner interests
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8389709
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$0
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0
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I
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See footnote
(2)
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Explanation of Responses:
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(
1)
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3,750,000 Class A Units converted into Common Units on a one-for-one basis on January 1, 2015.
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(
2)
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This Form 4 is being filed jointly by SemGroup Corporation ('SemGroup'), Rose Rock Midstream Holdings, LLC ('Holdings') and Rose Rock Midstream Corporation ('RRMC). SemGroup directly owns 100% of the outstanding members interests of Holdings. Holdings directly owns 100% of the issued and outstanding shares of common stock of RRMC. SemGroup may therefore be deemed to beneficially own securities of the Issuer owned directly by Holdings and RRMS and Holdings may therefore be deemed to beneficially own securities of the Issuer owned directly by RRMC.
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(
3)
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In connection with the closing of the transactions contemplated by that certain Amended and Restated Contribution Agreement dated as of February 13, 2015, by and among SemGroup, SemDevelopment, L.L.C., Holdings, Rose Rock Midstream GP, LLC, the Issuer and Rose Rock Midstream Operating, LLC, the Issuer issued to Holdings, among other consideration, 1,750,000 Common Units representing limited partner interests in the Issuer in exchange for 100% membership interest in each of Wattenberg Holding, LLC and Glass Mountain Holding, LLC. Glass Mountain Holding, LLC owns a 50% membership interest in Glass Mountain Pipeline, LLC.
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(
4)
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8,389,709 Subordinated Units converted into Common Units on a one-for-one basis on February 17, 2015.
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(
5)
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The Class A Units have no expirations date and convert into Common Units representing limited partner interests in the Issuer on a one-for-one basis on the first day of the month immediately following the first month for which average daily throughput volumes on the White Cliffs Pipeline for such month are 125 thousand barrels per day or greater.
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(
6)
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The Subordinated Units have no expiration date and convert into Common Units on a one-for-one basis at the end of the subordination period described in the Issuers Registration Statement on Form S-1 (File No. 333-176260).
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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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SemGroup Corp
TWO WARREN PLACE
6120 SOUTH YALE AVENUE, SUITE 700
TULSA, OK 74136-4216
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X
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X
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Rose Rock Midstream Holdings, LLC
TWO WARREN PLACE
6120 S. YALE AVENUE, SUITE 700
TULSA, OK 74136-4216
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X
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X
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Rose Rock Midstream Corp
TWO WARREN PLACE
6120 S. YALE AVENUE, SUITE 700
TULSA, OK 74136-4216
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X
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Signatures
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Candice L. Cheeseman, Secretary and General Counsel of SemGroup Corporation
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2/18/2015
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**
Signature of Reporting Person
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Date
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Candice L. Cheeseman, Secretary and General Counsel of Rose Rock Midstream Holdings, LLC
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2/18/2015
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**
Signature of Reporting Person
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Date
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Candice L. Cheeseman, Secretary and General Counsel of Rose Rock Midstream Corporation
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2/18/2015
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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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