Magnolia Infrastructure Partners, LLC 4
4 · American Midstream Partners, LP · Filed Apr 27, 2016
Insider Transaction Report
Form 4
ARCLIGHT ENERGY PARTNERS FUND V, L.P.
Director10% Owner
Transactions
- Purchase
Series C Convertible Preferred Units
2016-04-25$14.00/sh+8,571,429$120,000,006→ 8,571,429 total(indirect: See Footnote)→ Common Units (8,571,429 underlying) - Purchase
Warrant
2016-04-25+800,000→ 800,000 total(indirect: See Footnote)Exercise: $7.25From: 2016-04-25Exp: 2023-04-25→ Common Units (800,000 underlying)
Footnotes (3)
- [F1]Represents Series C Convertible Preferred Units (the "Series C Units") purchased by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"). The Series C Units have no expiration date and are convertible into common units of the Issuer at anytime at the holder's election, initially on a one-for-one basis, subject to anti-dilution and certain other adjustments. Subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series C Units to the Issuer.
- [F2]ArcLight Energy Partners Fund V, L.P. ("Fund V") directly owns Magnolia Holdings.
- [F3]As an inducement to enter into that certain Securities Purchase Agreement, dated April 25, 2016, the Issuer has agreed to issue to Magnolia Holdings a warrant to purchase up to 800,000 Common Units of the Issuer (subject to adjustment in accordance with the warrant) at an exercise price of $7.25 per Common Unit.