Statement of Changes in Beneficial Ownership (4)
December 13 2022 - 04:45PM
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 * Mault William J. |
2. Issuer Name and Ticker or Trading
Symbol Summit Midstream Partners, LP [ SMLP ] |
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. |
(Last)
(First)
(Middle)
C/O SUMMIT MIDSTREAM PARTNERS, LP, 910 LOUISIANA STREET,
SUITE 4200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/9/2022
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(Street)
HOUSTON, TX 77002
(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
Phantom Units |
(1) |
12/9/2022 |
|
A (2) |
|
2432 |
|
(3) |
(4) |
Common Units |
2432 (5) |
$18.9935 (6) |
2432 |
D |
|
Phantom Units |
(1) |
12/9/2022 |
|
A (2) |
|
31129 |
|
(7) |
(4) |
Common Units |
31129 (5) |
$18.9935 (6) |
31129 (8) |
D |
|
Explanation of
Responses: |
(1) |
Each phantom unit is the
economic equivalent of one common unit. |
(2) |
The phantom units have been
awarded in connection with a compensation agreement approved by the
Compensation Committee of the Board of Directors of Summit
Midstream GP, LLC (the "Company") on November 29, 2022, permitting
executive officers, to forfeit none, 50% or 100% of each vesting
tranche of his or her outstanding retention cash component awards
granted in each of 2020, 2021 and 2022 in exchange for phantom
units to be granted under the Summit Midstream Partners, LP 2022
Long-Term Incentive Plan (the "Plan"). |
(3) |
The phantom units (rounded
down to the nearest whole number of units, except in the case of
the final vesting date) shall vest on March 15, 2024, subject to
continued employment and accelerated vesting as provided in the
applicable award agreement. The Reporting Person will receive
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. |
(4) |
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. |
(5) |
The corresponding number of
Phantom Units granted pursuant to the Plan was determined by
dividing the cash value of the applicable vesting tranche of the
cash retention component award forfeited by such participant by the
volume weighted average price of a common unit of the Company
during the three trading days ending on and including the date of
grant. Due to an oversubscription of the phantom units, the
Reporting Person received only 98.54% of the phantom units
elected. |
(6) |
The price for each Phantom
Unit was calculated from the volume weighted average price of a
common unit of the Company during the three trading days ending on
and including the date of grant. |
(7) |
Seventy-five percent and
twenty-five percent of the phantom units (rounded down to the
nearest whole number of units, except in the case of the final
vesting date) shall respectively vest on March 15, 2024 and March
15, 2025, subject to continued employment and accelerated vesting
as provided in the applicable award agreement. The Reporting Person
will receive 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. |
(8) |
After giving effect to the
transactions reported in this Report, the Reporting Person holds an
aggregate 53,127 phantom units. This total includes phantom units
from other tranches with different vesting dates. |
Remarks:
The Reporting Person is Executive Vice President and Chief
Financial 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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Mault William J.
C/O SUMMIT MIDSTREAM PARTNERS, LP
910 LOUISIANA STREET, SUITE 4200
HOUSTON, TX 77002 |
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See remarks below. |
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Signatures
|
/s/ James D. Johnston, Attorney-in-Fact for
William J. Mault |
|
12/13/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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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