This Amendment No. 1 (Amendment No. 1) to Schedule 13D relates to
the Class A Common Stock, par value $0.01 per share (Class A Common Stock) of SemGroup Corporation, a Delaware corporation (the Issuer) and amends the initial statement on Schedule 13D
filed on May 13, 2019 (as amended, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 5.
|
Interest in Securities of the Issuer
|
Items 5(a) (c) of the Schedule 13D are hereby amended and restated as follows:
(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of 78,686,816 shares of Class A
Common Stock issued and outstanding as of September 13, 2019, as set forth in the Agreement and Plan of Merger, dated as of September 15, 2019, attached as Exhibit 2.1 to the Current Report on Form
8-K filed by the Issuer with the Securities and Exchange Commission on September 16, 2019.
The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting
Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are
set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
As of the
date hereof, Buffalo Investor I, L.P. directly holds 2,294,805 shares of Class A Common Stock, and Buffalo Investor II, L.P. directly holds 359,606 shares of Class A Common Stock. Mr. Beale is the managing member of Alinda GP of GP II
LLC, which is the general partner of Alinda GP II, L.P., which is the sole member of Buffalo Investor I GP LLC, which is the general partner of Buffalo Investor I, L.P. Mr. Beale is a Director of Alinda Parallel Fund GP II, Ltd., which is the
general partner of Alinda Parallel Fund GP II, L.P., which is the sole member of Buffalo Investor II GP, LLC, which is the general partner of Buffalo Investor II, L.P.
To the best knowledge of the Reporting Persons, none of the persons listed in Annex A beneficially owns any shares of Class A Common
Stock.
(c) Except as set forth on Schedule 1 attached hereto, none of the Reporting Persons, or, to the best
knowledge of the Reporting Persons, any of the persons listed on Annex A, has effected any transactions in the Class A Common Stock during the past 60 days.
Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
As of September 18, 2019, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock.