Edgar Filing: Highstar Capital IV, L.P.

Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Highstar Capital IV, L.P.

2. Issuer Name and Ticker or Trading Symbol
NGL Energy Partners LP [NGL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

277 PARK AVENUE, 45TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2018

(Street)

NEW YORK, NY 10172

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	06/25/2018		X		133,464	A	$ 0.01	133,464	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Units	06/25/2018		S		100,000 ⁽⁸⁾	D	$ 12.8422 ⁽⁹⁾	33,464	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾
Common Units	06/26/2018		S		33,464 ⁽⁸⁾	D	$ 12.7318 ⁽¹⁰⁾	0	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants (right to buy)

$ 0.01

06/25/2018

133,464

⁽¹¹⁾⁽¹²⁾

Common Units

133,464

$ 0

850,716

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Highstar Capital IV, L.P. 277 PARK AVENUE, 45TH FLOOR NEW YORK, NY 10172	X
Parker Jared 277 PARK AVENUE, 45TH FLOOR NEW YORK, NY 10172	X

Signatures

HIGHSTAR CAPITAL IV, L.P., By: Highstar Capital GP IV, L.P., its general partner, By: Highstar Capital GP IV, LLC, its general partner, /s/ Jared Parker, Authorized Signatory		06/27/2018
^**Signature of Reporting Person		Date
By: /s/ Jared Parker		06/27/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Jared Parker is a director at NGL Energy Partners LP (the "Issuer") and co-portfolio manager at Highstar Capital IV, L.P ("Highstar IV").
(2)	The securities are owned directly by Highstar NGL Prism/IV-A Interco LLC ("Highstar Prism") and Highstar NGL Main Interco LLC ("Highstar Main" and together with Highstar Prism, the "Purchasers"). The members of Highstar Prism are NGL Prism/IV-A Blocker LLC ("Blocker") and Highstar Capital GP IV, L.P. ("Highstar GP IV").
(3)	The members of NGL Prism/IV-A Blocker LLC are Highstar Capital IV-A, L.P. ("Highstar IV-A"), Highstar Capital IV Prism, L.P. ("Highstar IV Prism"), Harel Insurance Company Ltd., Harel Pension Fund Management Ltd., solely on behalf of Harel Pension, Harel Pension Fund Management Ltd., solely on behalf of Harel General Plan, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Provident Fund, Harel Provident Funds and Education Funds Ltd., solely on behalf of Harel Study Fund, and Tzava Hakeva Saving Fund - Provident Funds Management Company Ltd., solely on behalf of Tzava Hakeva Savings Fund, and the non-member manager of NGL Prism/IV-A Blocker LLC is Highstar GP IV.
(4)	The members of Highstar Main are NGL Main Blocker LLC and Highstar Capital IV, L.P. ("Highstar IV"), and the non-member manager of Highstar Main is Highstar GP IV. Highstar IV is the sole member of NGL Main Blocker LLC and Highstar GP IV is the non-member manager of NGL Main Blocker LLC. Highstar GP IV is the general partner of each of Highstar IV, Highstar IV-A and Highstar IV Prism. The general partner of Highstar GP IV is Highstar Capital GP IV, LLC. The sole member of Highstar Capital GP IV, LLC is Highstar Capital GP IV Holdings.
(5)	The sole director of Highstar Capital GP IV Holdings is Oaktree Capital Management, L.P., and the sole shareholder of Highstar Capital GP IV Holdings is Oaktree Fund GP II, L.P., and the general partner of Oaktree Fund GP II, L.P. is Oaktree Capital II, L.P. The general partner of each of Oaktree Capital II, L.P. and Oaktree Capital Management, L.P. is Oaktree Holdings, Inc. The sole shareholder of Oaktree Holdings, Inc. is Oaktree Capital Group, LLC.
(6)	The duly elected manager of Oaktree Capital Group, LLC is Oaktree Capital Group Holdings GP, LLC. Oaktree Capital Group Holdings GP, LLC is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities held by Highstar Prism and Highstar Main. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
(7)	Highstar IV may be deemed to be a director by deputization as a result of its ability to appoint a director to the board of directors of the Issuer, pursuant to that certain Amended and Restated Board Representation and Observation Rights Agreement, dated as of June 24, 2016, by and among the Issuer, NGL Energy Holdings LLC, the Purchasers and Highstar IV. In addition, in his capacity as co-portfolio manager at Highstar IV, Jared Parker may be deemed indirect beneficial owner of the securities held by each of the Purchasers. Except to the extent of his pecuniary interest, Jared Parker disclaims beneficial ownership of the securities reported herein, and the filing of this Form 4 shall not be construed as an admission that Jared Parker is the beneficial owner of any securities covered by this Form 4.
(8)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2018.
(9)	The price reported in Column 4 is a weighted average price. The common units representing limited partner interests ("Common Units") were sold in multiple transactions at prices ranging from $12.375 to $13.15. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units sold at each separate price within the range set forth in this footnote.
(10)	The price reported in Column 4 is a weighted average price. The Common Units were sold in multiple transactions at prices ranging from $12.60 to $12.95. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Units sold at each separate price within the range set forth in this footnote.
(11)	Highstar Prism originally held warrants to purchase 161,312 Common Units in the Issuer (the "Highstar Prism June 24 Warrants"), Highstar Main originally held warrants to purchase 112,133 Common Units (the "Highstar Main June 24 Warrants"), Blocker originally held warrants to purchase 455,741 Common Units (the "Blocker June 24 Warrants") and CIV originally held warrants to purchase 1,822,963 Common Units (the "CIV June 24 Warrants" and, together with the Highstar Prism June 24 Warrants, the Highstar Main June 24 Warrants and the Blocker June 24 Warrants, the "June 24 Warrants"), in each case, at an exercise price per Common Unit of $0.01 and with an original issue date of June 24, 2016 (the "June 24 Warrant Issue Date").
(12)	One-third of the June 24 Warrants were to become exercisable on the first anniversary of the June 24 Warrant Issue Date and were repurchased by the Issuer in a private transaction on June 23, 2017. Another one-third of the June 24 Warrants were to be exercisable from and after the second anniversary of the June 24 Warrant Issue Date and 717,253 of such June 24 Warrants were repurchased by the Issuer in a private transaction on April 26, 2018 and the remaining June 24 Warrants became exercisable on the second anniversary of the June 24 Warrant Issue Date. All June 24 Warrants shall be exercisable from and after the third anniversary of the June 24 Warrant Issue Date.

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