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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subordinated Units | (1) | 08/09/2013 | D(1) | 4,526,066 | (1) | (1) | Common Units | 4,526,066 | (1) | 0 | D | ||||
| Series A Convertible Preferred Units | (2) | 08/14/2013 | J(2) | 61,359 | (2) | (2) | Common Units | 61,359 | (2) | 5,204,216 (3) | D | ||||
| Series A Convertible Preferred Units | (2) | 11/14/2013 | J(2) | 74,356 | (2) | (2) | Common Units | 74,346 | (2) | 5,278,562 (3) | D | ||||
| Series A Convertible Preferred Units | (2) | 02/14/2014 | J(2) | 75,408 | (2) | (2) | Common Units | 75,408 | (2) | 5,353,970 (3) | D | ||||
| Series A Convertible Preferred Units | (2) | 05/14/2014 | J(2) | 76,485 | (2) | (2) | Common Units | 76,485 | (2) | 5,430,455 (3) | D | ||||
| Series A Convertible Preferred Units | (2) | 08/14/2014 | J(2) | 155,156 | (2) | (2) | Common Units | 155,156 | (2) | 5,585,611 (3) | D | ||||
| Series A Convertible Preferred Units | (2) | 11/14/2014 | J(2) | 159,589 | (2) | (2) | Common Units | 159,589 | (2) | 5,745,200 (3) | D | ||||
| Series B Convertible Preferred Units | (4) | 01/31/2014 | A(4) | 1,168,225 | (4) | (4) | Common Units | 1,168,225 | (4) | 1,168,225 (6) | I | BY LLC | |||
| Series B Convertible Preferred Units | (4) | 02/14/2014 | J(4) | 20,585 | (4) | (4) | Common Units | 20,585 | (5) | 1,188,810 (6) | I | BY LLC | |||
| Series B Convertible Preferred Units | (4) | 05/14/2014 | J(4) | 21,411 | (4) | (4) | Common Units | 21,411 | (5) | 1,210,221 (6) | I | BY LLC | |||
| Series B Convertible Preferred Units | (4) | 08/14/2014 | J(4) | 21,796 | (4) | (4) | Common Units | 21,796 | (5) | 1,232,017 (6) | I | BY LLC | |||
| Series B Convertible Preferred Units | (4) | 11/14/2014 | J(4) | 22,669 | (4) | (4) | Common Units | 22,669 | (5) | 1,254,686 (6) | I | BY LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| High Point Infrastructure Partners, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
| American Midstream GP, LLC ATTENTION: WILLIAM B. MATHEWS 1400 16TH STREET, SUITE 310 DENVER, CO 80202 |
X | X | ||
| ArcLight Capital Holdings, LLC C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
| ArcLight Capital Partners, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
| ARCLIGHT ENERGY PARTNERS FUND V, L.P. C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
| Revers Daniel R C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR BOSTON, MA 02117 |
X | X | ||
| /s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President | 11/14/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ William Mathews, AMERICAN MIDSTREAM GP, LLC, By: William Mathews, Vice President, General Counsel and Secretary | 11/14/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner | 11/14/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner | 11/14/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT PEF GP V, LLC, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner | 11/14/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, ARCLIGHT ENERGY PARTNERS FUND V, L.P., By: ArcLight PEF GP V, LLC, its General Partner, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner | 11/14/2014 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel R. Revers, Daniel R. Revers | 11/14/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to an equity restructuring agreement among the Issuer, High Point Infrastructure Partners, LLC ("HPIP") and American Midstream GP, LLC (the "General Partner"), subordinated units representing limited partner interests (the "Subordinated Units") held directly by HPIP and certain incentive distribution rights (the "Original IDRs") held directly by the General Partner (which is controlled by HPIP) were combined into and restructured as a new class of incentive distribution rights (the "New IDRs"). As of the date hereof, the General Partner holds 100% of the New IDRs which represent non-voting limited partner interests payable in cash only. Upon the issuance of the New IDRs, the Subordinated Units and Original IDRs were cancelled. |
| (2) | Represents Series A Convertible Preferred Units (the "Series A Units") held directly by HPIP received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A Units owned on the distribution record date. The Series A Units have no expiration date and are convertible in whole or in part on a one-for-one basis into common units of the Issuer ("Common Units") at any time after January 1, 2014. |
| (3) | Represents the aggregate number of Series A Units held after the acquisition of Series A Units reported in Column 5 of this line item. |
| (4) | Represents Series B Convertible Preferred Units (the "Series B Units") acquired from the Issuer and held directly by the General Partner pursuant to that certain Series B Unit Purchase Agreement entered into on January 22, 2014, as amended on January 31, 2014. The Series B Units have no expiration date and are convertible in whole or in part on a one-for-one basis into Common Units at any time after January 22, 2016 or, prior to that date, with the consent of the required lenders under the Issuer's credit agreement, at the reporting person's election. |
| (5) | Represents Series B Units held directly by the General Partner received on a quarterly basis as payment-in-kind on a pro rata basis with holders of the Issuer's Common Units in lieu of cash distributions on the Series B Units owned on the distribution record date. |
| (6) | Represents the aggregate number of Series B Units held after the acquisition of Series B Units reported in Column 5 of this line item. |
| Remarks: ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners"). ArcLight Holdings is the investment adviser to ArcLight Energy Partners Fund V, L.P. ("Fund V" and together with ArcLight Holdings and ArcLight Partners, the "ArcLight Entities"). ArcLight Partners is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V, through indirectly controlled subsidiaries, owns approximately 90% of the ownership interest in HPIP, which in turn owns 95% of the General Partner. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. | |