Statement of Changes in Beneficial Ownership (4)
February 07 2020 - 5:13PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
ENERGY CAPITAL PARTNERS II, LLC |
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)
__X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Footnotes. |
(Last)
(First)
(Middle)
51 JOHN F. KENNEDY PARKWAY, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2019 |
(Street)
SHORT HILLS, NJ 07078
(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
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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 (Limited Partner Interests) | 11/15/2019 | | A | | 10714285 | A | (1) | 51234693 | I | See Footnotes (2)(3) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | On November 7, 2019, Summit Midstream Partners, LP (the "Partnership") and Summit Midstream Partners Holdings, LLC ("SMPH") entered into a second amendment to that certain Contribution Agreement between SMPH and the Partnership dated February 25, 2016, as amended, pursuant to which the Partnership made a cash payment of $51.75 million and issued 10,714,285 Common Units to SMPH on November 15, 2019. |
(2) | Following the transactions reported herein, includes 45,318,866 common units held by SMPH. |
(3) | ECP indirectly controls Energy Capital Partners II, LP ("ECP II"), Energy Capital Partners II-A, LP ("ECP II-A"), Energy Capital Partners II-B IP, LP (''ECP II-B''), Energy Capital Partners II-C (Summit IP), LP ("ECP II-C") and Energy Capital Partners II (Summit Co-Invest), LP ("ECP Summit Co-Invest" and together with ECP II, ECP II-A, ECP II-B and ECP II-C, the ''ECP Funds''), which collectively hold more than a majority of the membership interests in Summit Midstream Partners, LLC ("Summit") and are entitled to appoint all the directors of Summit. Summit is the sole member of SMPH. Accordingly, ECP and the ECP Funds may be deemed to indirectly beneficially own the 45,318,866 common units held by SMPH but disclaim beneficial ownership except to the extent of their pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ENERGY CAPITAL PARTNERS II, LLC 51 JOHN F. KENNEDY PARKWAY SUITE 200 SHORT HILLS, NJ 07078 | X | X |
| See Footnotes. |
ENERGY CAPITAL PARTNERS II, LP 51 JOHN F. KENNEDY PARKWAY SUITE 200 SHORT HILLS, NJ 07078 | X | X |
| See Footnotes. |
ENERGY CAPITAL PARTNERS II-A, LP 51 JOHN F. KENNEDY PARKWAY SUITE 200 SHORT HILLS, NJ 07078 | X | X |
| See Footnotes. |
ENERGY CAPITAL PARTNERS II-B IP, LP 51 JOHN F. KENNEDY PARKWAY SUITE 200 SHORT HILLS, NJ 07078 | X | X |
| See Footnotes. |
ENERGY CAPITAL PARTNERS II-C (SUMMIT IP), LP 51 JOHN F. KENNEDY PARKWAY SUITE 200 SHORT HILLS, NJ 07078 | X | X |
| See Footnotes. |
Energy Capital Partners II (Summit Co-Invest), LP 51 JOHN F. KENNEDY PARKWAY SUITE 200 SHORT HILLS, NJ 07078 | X | X |
| See Footnotes. |
Signatures
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Energy Capital Partners II, LLC By: /s/ Enoch O. Varner Title: Counsel | | 2/7/2020 |
**Signature of Reporting Person | Date |
Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel | | 2/7/2020 |
**Signature of Reporting Person | Date |
Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel | | 2/7/2020 |
**Signature of Reporting Person | Date |
Energy Capital Partners II-B IP, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel | | 2/7/2020 |
**Signature of Reporting Person | Date |
Energy Capital Partners II-C (Summit IP), LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner Title: Counsel | | 2/7/2020 |
**Signature of Reporting Person | Date |
Energy Capital Partners II (Summit Co-Invest), LP By: Energy Capital Partners GP II Co- Investment (Summit), LLC Its: General Partner By: Energy Capital Partners II, LLC Its: Managing Member By: /s/ Enoch O. Varner Title: Counsel | | 2/7/2020 |
**Signature of Reporting Person | Date |
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