4//SEC Filing
Stonepeak Catarina Holdings LLC 4
Accession 0000905148-19-000767
CIK 0001362705other
Filed
Aug 5, 8:00 PM ET
Accepted
Aug 6, 4:34 PM ET
Size
61.5 KB
Accession
0000905148-19-000767
Insider Transaction Report
Form 4
Stonepeak GP Holdings LP
10% Owner
Transactions
- Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying) - Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying)
Stonepeak GP Investors LLC
10% Owner
Transactions
- Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying) - Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying)
Transactions
- Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying) - Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying)
Stonepeak Associates LLC
10% Owner
Transactions
- Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying) - Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying)
Stonepeak GP Investors Manager LLC
10% Owner
Transactions
- Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying) - Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying)
Dorrell Michael B.
10% Owner
Transactions
- Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying) - Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying) - Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total
Vichie Trent D
10% Owner
Transactions
- Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying) - Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying)
Stonepeak Catarina Holdings LLC
10% Owner
Transactions
- Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying) - Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying)
Transactions
- Award
Warrant
2019-08-02+1,918,809→ 1,918,809 totalExercise: $0.00→ Common Units (1,918,809 underlying) - Award
Class C Preferred Units
2019-08-02+31,310,896→ 31,310,896 total - Disposition to Issuer
Class B Preferred Units
2019-08-02−31,310,896→ 0 total→ Common Units (31,310,896 underlying)
Footnotes (6)
- [F1]The Class B Preferred Units were 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 Class B Preferred Units. Each Preferred Unit was convertible into one Common Unit. The Class B Preferred Units had no expiration date.
- [F2]On August 2, 2019, Stonepeak Catarina Holdings LLC exchanged all of the issued and outstanding Class B Preferred Units for newly issued Class C Preferred Units of the Issuer (the "Class C Preferred Units") and a warrant exercisable for Junior Securities (as defined in the Third Amended and Restated Agreement of Limited Partnership of the Issuer filed as Exhibit 3.1 to the current report on Form 8-K filed by the Issuer on August 5, 2019) (the "Warrant") in a privately negotiated transaction. The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units. The Issuer's board of directors approved each transaction in a manner consistent with Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No additional monetary consideration was paid by or to Stonepeak Catarina Holdings LLC in connection with these transactions.
- [F3]The Warrant may be exercised at any time and from time to time during the period beginning on August 2, 2019 and ending on the later of the seventh anniversary of such date and the date thirty days after the date on which all of the Class C Preferred Units have been redeemed for a number of Junior Securities (which includes equity interests of the Issuer and its general partner that rank junior to the Class C Preferred Units, including, but not limited to, Common Units) equal to 10% of the then-outstanding applicable class of Junior Securities as of the exercise date.
- [F4]No purchase price will be payable in connection with the exercise of the Warrant
- [F5]These Preferred Units and Warrants 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.
- [F6]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 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
- Aug 5, 8:00 PM ET
- Accepted
- Aug 6, 4:34 PM ET
- Size
- 61.5 KB