Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1.  This amount includes 31,000,887 Class B Preferred Units, which are convertible into Common Units on a one-for-one basis at any time.

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Units (the “Common Units”) of Sanchez Production Partners LP (the “Issuer”) that the Reporting Persons are deemed to beneficially own directly and through ownership of Class B Preferred Units (“Preferred Units”) of the Issuer.  The Issuer’s principal executive offices are located at 1000 Main Street, Suite 3000, Houston, Texas 77002.  This Amendment No. 3 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2015, as amended by Amendment No. 1, filed with the SEC on January 27, 2017, and Amendment No. 2, filed with the SEC on February 22, 2017 (collectively the “Schedule 13D”).  Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.   Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D.

 

At the election of the Board, and with the consent of Stonepeak Catarina Holdings LLC (which was given on May 26, 2017), the Issuer has elected to pay a portion of the first quarter 2017 distribution on the Preferred Units in the form of 184,697 unregistered Common Units (the “Subject Common Units”).  The Subject Common Units are payable on May 31, 2017 to Preferred Unit holders of record on May 22, 2017.  Stonepeak Catarina Holdings LLC was the only Preferred Unit holder of record on May 22, 2017.

 

(a)  As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 31,394,178 Common Units, which amount includes 31,000,887 Common Units issuable upon the conversion of the 31,000,887 Preferred Units, held by Stonepeak Catarina Holdings LLC.  This amount represents approximately 69.0% of the outstanding Common Units.

The foregoing beneficial ownership percentages are based on 45,467,805 Common Units outstanding, which is the sum of the 14,282,221 Common Units outstanding as of May 10, 2017, as reported by the Issuer in its quarterly report on Form 10-Q, filed on May 15, 2017 plus, for purposes of calculating beneficial ownership pursuant to Rule 13d-3(d)(1)(i) under the Act, the 184,697 Common Units issuable in connection with the first quarter 2017 distribution on the Preferred Units beneficially owned by the Reporting Persons and the 31,000,887 Common Units issuable upon the conversion of the Preferred Units beneficially owned by the Reporting Persons.

(b)  The Reporting Persons have shared voting power and shared dispositive power with regard to the 31,394,178 Common Units reported herein, including the 31,000,887 Common Units obtainable upon conversion of the 31,000,887 Preferred Units.

(c)  Other than as described in this Amendment No. 3, there were no transactions in Preferred Units or Common Units by the Reporting Persons since the filing of Amendment No. 2 on February 22, 2017.

The response to Item 4 of this Amendment No. 3 is incorporated by reference herein.

In consideration for Stonepeak Catarina Holdings LLC accepting the Subject Common Units, the Issuer agreed to, among other things: (x) by no later than the close of business on June 7, 2017, file a registration statement on Form S-3 with the Commission to register the resale by Stonepeak and its Affiliates of the Subject Common Units, (y) undertake commercially reasonable efforts to have such registration statement declared effective by no later than July 14, 2017 and (z) prepare and file a supplemental listing application with the NYSE MKT to list the Subject Common Units by no later than June 10, 2017.

 

	STONEPEAK CATARINA UPPER HOLDINGS LLC
	By:	STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
	By:	STONEPEAK ASSOCIATES LLC, its general partner
	By:	STONEPEAK GP HOLDINGS LP, its sole member
	By:	STONEPEAK GP INVESTORS LLC, its general partner
	By:	STONEPEAK GP INVESTORS MANAGER LLC, its managing member
	By:	/s/ Michael Dorrell
	Name:	Michael Dorrell
	Title:	Managing Member

 

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SCHEDULE 13D

 

Page 14 of 14 Pages

 

 

	STONEPEAK GP HOLDINGS LP
	By:	STONEPEAK GP INVESTORS LLC, its general partner
	By:	STONEPEAK GP INVESTORS MANAGER LLC, its managing member
	By:	/s/ Michael Dorrell
	Name:	Michael Dorrell
	Title:	Managing Member

 

 

	STONEPEAK GP INVESTORS LLC
	By:	STONEPEAK GP INVESTORS MANAGER LLC, its managing member
	By:	/s/ Michael Dorrell
	Name:	Michael Dorrell
	Title:	Managing Member

 

 

	STONEPEAK GP INVESTORS MANAGER LLC
	By:	/s/ Michael Dorrell
	Name:	Michael Dorrell
	Title:	Managing Member