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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 | ||||||||
Class B Preferred Units | (2) | 08/21/2018 | A(1) | 310,009 (1) | (2) | (2) | Common Units | 310,009 | (1) | 31,310,896 | D (3) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stonepeak Catarina Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Stonepeak Catarina Upper Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Stonepeak Infrastructure Fund (Orion AIV) LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Stonepeak Associates LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Stonepeak GP Holdings LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Stonepeak GP Investors LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Stonepeak GP Investors Manager LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Dorrell Michael B. 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks | |||
Vichie Trent D 717 FIFTH AVENUE, 25TH FLOOR NEW YORK, NY 10022 |
See Remarks |
/s/ Michael Dorrell | 02/04/2019 | |
**Signature of Reporting Person | Date | |
/s/ Trent Vichie | 02/04/2019 | |
**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) | These Class B Preferred Units (the "Preferred Units") were payable by the Issuer on August 31, 2018, to Preferred Unit holders of record on August 21, 2018, in satisfaction of the non-cash component of the second quarter 2018 distribution on the Preferred Units. |
(2) | The Preferred Units are convertible into Common Units at any time, at the holder's election, subject to the requirement to convert a minimum of $17.5 million of Preferred Units. The Preferred Units have no expiration date. Each Preferred Unit is currently convertible into one Common Unit. |
(3) | These Preferred Units are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. |
(4) | Each Reporting Person disclaims beneficial ownership of the Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
Remarks: Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be directors-by-deputization by virtue of Stonepeak Catarina Holdings LLC's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina Holdings LLC, are members of the Board. |