4//SEC Filing
Stonepeak Catarina Holdings LLC 4
Accession 0000905148-20-001005
CIK 0001362705other
Filed
Sep 8, 8:00 PM ET
Accepted
Sep 9, 8:50 AM ET
Size
31.5 KB
Accession
0000905148-20-001005
Insider Transaction Report
Form 4
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Stonepeak Associates LLC
10% Owner
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Stonepeak GP Investors LLC
10% Owner
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Stonepeak Catarina Holdings LLC
10% Owner
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Stonepeak GP Holdings LP
10% Owner
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Stonepeak GP Investors Manager LLC
10% Owner
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Dorrell Michael B.
10% Owner
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Vichie Trent D
10% Owner
Transactions
- Purchase
Common Units
2020-09-07+4,650,439→ 4,650,439 total(indirect: See Footnotes)
Holdings
- 393,291
Common Units
Footnotes (6)
- [F1]This amount includes 140,647 Common Units that are subject to vesting
- [F2]On September 7, 2020, each of Stonepeak Catarina Holdings LLC ("Stonepeak Catarina"), SP Capital Holdings, LLC ("SP Capital") and SP Common Equity LLC ("SPCE") entered into a Contribution and Exchange Agreement (the "Agreement"), pursuant to which Stonepeak Catarina issued (i) to SP Capital 10,000 Class B Units in Stonepeak Catarina in exchange for SP Capital contributing to Stonepeak Catarina 100% of the membership interests in SP Holdings, LLC, the sole member of Sanchez Midstream Partners GP LLC, the general partner of the Issuer, and (ii) to SPCE 5,000 Class C Units in Stonepeak Catarina in exchange for SPCE contributing to Stonepeak Catarina 100% of the membership interests in SP Common Equity Subsidiary LLC ("SPCE Sub") (the "Transaction").
- [F3]In connection with the Transaction, Antonio R. Sanchez, Jr. and certain affiliates of Antonio R. Sanchez, Jr. irrevocably committed to contribute 4,650,439 Common Units to SPCE Sub as partial consideration for units representing membership interests in SPCE. This amount includes 140,647 Common Units that are subject to vesting. Upon completion of this contribution, Stonepeak Catarina will become the sole member of SPCE Sub and will exercise voting and dispositive power over all of the Common Units held by SPCE Sub; however, SP Capital and SPCE each has the right to certain cash receipts from the Class C Preferred Units and Common Units beneficially owned by Stonepeak Catarina (including Common Units that will be contributed to SPCE Sub).
- [F4]These Common Units have been irrevocably committed to SPCE Sub. Upon completion of this contribution, Stonepeak Catarina will become the sole member of SPCE Sub.
- [F5]Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina. 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.
- [F6]Each Reporting Person disclaims beneficial ownership of the Common 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 Common Units for purposes of Section 16 of the Exchange Act, or for any other purpose.
Documents
Issuer
Sanchez Midstream Partners LP
CIK 0001362705
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001656530
Filing Metadata
- Form type
- 4
- Filed
- Sep 8, 8:00 PM ET
- Accepted
- Sep 9, 8:50 AM ET
- Size
- 31.5 KB