UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2131, 2017

Azure Midstream Partners, LP

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-36018		46-2627595
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

12377 Merit Drive, Suite 300 Dallas, Texas 75251 (address of principal executive offices) (zip code) (972) 674-5200 (Registrant’s telephone number, including area code)

Dallas, Texas 75251

(address of principal executive offices) (zip code)

(972) 674-5200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

AsAzure ~~previously~~Midstream ~~disclosed~~Partners, onLP ~~January~~(the “Partnership”) intends to file a Form ~~30,~~15 ~~2017,~~today ~~Azure~~with ~~Midstream~~the ~~Partners~~U.S. ~~GP,~~Securities ~~LLC~~and Exchange Commission (the “~~General Partner~~SEC”), to terminate the ~~general~~registration of its Common Units representing limited partner ofinterests ~~Azure~~and ~~Midstream~~to ~~Partners~~suspend its duty to file reports under the Securities Exchange Act of 1934, LPas amended (the “~~Partnership~~Exchange Act”). After filing the Form 15, the Partnership ~~and~~does ~~the~~not ~~Partnership’s~~expect ~~direct~~to ~~and~~make ~~indirect~~further ~~subsidiaries~~filings ~~(collectively~~of reports with the ~~General~~SEC, ~~Partner~~such as Form 8-K, Form 10-Q and Form 10-K. However, the Partnership, expects to continue communicating with the ~~“Debtors”~~public, from time to time, through press releases and/or its website (http://www.azuremidstreampartners.com/home2). In ~~filed~~addition, ~~voluntary~~Court ~~petitions~~filings ~~under~~and ~~chapter~~other 11information ofrelated ~~title~~to the Chapter 11 ofCase ~~the~~are ~~United~~available ~~States~~at ~~Code~~a inwebsite administered by the ~~United~~Partnership’s ~~States~~claims ~~Bankruptcy~~agent ~~Court~~at ~~for~~www.kccllc.net/azuremlp. We ~~the~~urge ~~Southern~~you ~~District~~to ofmonitor ~~Texas,~~our ~~Houston~~press ~~Division~~releases ~~(the~~and ~~“Court”)~~these websites for important information.

OnAs ~~March~~previously disclosed, on January 2130, 2017, ~~the~~Azure ~~Debtors~~Midstream ~~filed~~Partners ~~their~~GP, ~~monthly~~LLC ~~operating~~(the ~~report~~“General ~~for~~Partner”), the ~~period~~general partner of ~~January 30~~the Partnership, ~~2017~~the ~~through~~Partnership ~~February 28~~and the Partnership’s direct and indirect subsidiaries (collectively with the General Partner and the Partnership, ~~2017~~the “Debtors”) filed voluntary petitions (the “~~Monthly~~Bankruptcy ~~Operating~~Petitions,” ~~Report~~and the cases commenced thereby, the “Chapter 11 Cases”) ~~with~~under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). The ~~Monthly~~Partnership’s ~~Operating~~Chapter ~~Report~~11 Case is ~~attached~~being ~~hereto~~administered asunder ~~Exhibit~~the caption In re Azure Midstream Partners, LP, et al. (Case No. 9917-30461).1 ~~and~~The isDebtors ~~incorporated~~have ~~herein~~filed bya ~~reference~~motion with the Court seeking to administer all of the Debtors’ Chapter 11 Cases jointly under the caption In re Azure Midstream Partners, LP, et al.

~~The~~As ~~information~~previously ~~contained~~disclosed, inon ~~this~~March 15, ~~Item~~2017, ~~7.01~~the ~~shall~~Partnership ~~not~~and becertain ~~deemed~~of toits bedirect and indirect subsidiaries (“~~filed~~Sellers”) ~~for~~entered ~~purposes~~into ofa ~~Section 18~~purchase ofand ~~the~~sale ~~Securities~~agreement ~~Exchange~~(“PSA”) ~~Act~~with ofBTA ~~1934,~~Gathering asLLC ~~amended~~ (~~the~~ “~~Exchange Act~~Buyer”), orpursuant ~~otherwise subject~~ to ~~the~~which ~~liabilities~~Buyer ofagreed ~~that section, and shall not be deemed~~ to bepurchase ~~incorporated~~substantially byall ~~reference into any~~ of ~~the Partnership~~Seller’s ~~filings~~assets. On ~~under~~ the ~~Securities~~same ~~Act of 1933~~date, asthe ~~amended,~~Court oraccepted the ~~Exchange~~fully ~~Act,~~executed ~~whether~~PSA ~~made~~and ~~before~~incorporated orit ~~after~~into the ~~date~~Court’s ~~hereof~~sale ~~and~~order ~~regardless~~also ofdated ~~any general incorporation language in such filings~~March 15, ~~except to the extent expressly set forth by specific reference in such a filing~~2017.

~~Cautionary~~As ~~Note~~previously ~~Regarding~~disclosed, on March 20, 2017, the ~~Monthly~~Debtors ~~Operating~~filed ~~Report~~a Joint Plan of Liquidation (as the same may be modified, the “Plan”). A copy of the Plan and a Disclosure Statement describing the Plan, each as filed with the Court, was included as Exhibit 2.1 and 2.2 respectively, to the Form 8-K filed with the SEC by the Partnership on March 21, 2017.

~~The~~On ~~Partnership~~or ~~cautions~~before ~~investors~~the ~~and~~Effective ~~potential~~Date ~~investors~~(as ~~not~~defined ~~to place undue reliance upon the information contained~~ in the ~~Monthly~~Plan) ~~Operating Report which was not prepared for the purpose~~ of ~~providing~~ the ~~basis~~Plan, ~~for an investment decision relating to any of~~ the ~~securities~~General ofPartner ~~the~~shall ~~Partnership.~~form ~~The~~a ~~Monthly~~subsidiary ~~Operating Report is~~ limited inliability ~~scope,~~company ~~covers~~to ~~limited~~serve ~~time~~as ~~periods, and has been prepared solely for~~ the ~~purpose~~Azure ofCustodian ~~complying~~(as ~~with~~defined ~~the~~in ~~monthly reporting requirements of~~ the ~~Court~~Plan). ~~The~~Pursuant ~~Monthly~~to ~~Operating~~the ~~Report was not audited or reviewed by independent accountants~~Plan, ~~was~~if ~~not~~confirmed ~~prepared in accordance with U.S. generally accepted accounting principles, is in a format prescribed~~ by ~~applicable~~the ~~bankruptcy laws~~Court, ~~and~~all isof ~~subject to future adjustment and reconciliation. There can be no assurance that, from~~ the ~~perspective~~Existing ofAzure anInterests ~~investor~~(as ordefined ~~potential investor~~ in the ~~Partnership’s~~Plan) ~~securities,~~shall ~~the~~be ~~Monthly~~deemed ~~Operating~~cancelled ~~Report is complete. The Monthly Operating Report also contains information for a period which is shorter~~ and ~~otherwise~~the ~~different~~Azure ~~from~~Plan ~~those~~Interest ~~required~~(as defined in the ~~Partnership’s~~Plan) ~~periodic~~shall ~~reports~~be ~~pursuant~~issued to the ~~Exchange~~Azure ~~Act~~Custodian, ~~and~~which ~~such~~will ~~information~~hold ~~might~~such ~~not~~share ~~be indicative of the Partnership’s financial condition or operating results~~ for ~~a period that would be reflected in~~ the ~~Partnership’s~~benefit ~~financial~~of ~~statements or in its reports pursuant to~~ the ~~Exchange~~holders ~~Act.~~of ~~Information~~such ~~set~~former ~~forth~~Existing inAzure ~~the~~Interests ~~Monthly~~consistent ~~Operating~~with ~~Report~~their ~~should~~relative ~~not~~priority beand ~~viewed~~economic ~~as indicative of future results~~entitlements.

~~Cautionary~~THE ~~Note~~PARTNERSHIP ~~Regarding~~EXPECTS ~~Forward~~THAT, IF THE PLAN IS CONFIRMED BY THE COURT, PURSUANT TO THE PLAN, ALL OF THE EXISTING AZURE INTERESTS (WHICH INCLUDE THE COMMON UNITS, ANY SUBORDINATED UNITS, INCENTIVE DISTRIBUTION RIGHT AND ANY OPTIONS, WARRANTS OR RIGHTS TO ACQUIRE ANY SUCH INTERESTS OF THE PARTNERSHIP) WILL BE DEEMED CANCELLED UPON THE EFFECTIVE DATE (AS DEFINED IN THE PLAN) AND THE HOLDERS OF SUCH EXISTING AZURE INTERESTS OF THE PARTNERSHIP WILL NOT RECEIVE ANY CONSIDERATION OR DISTRIBUTIONS. HOWEVER, NO ASSURANCES CAN BE MADE THAT CONSIDERATION WILL NOT BE PAID OR DISTRIBUTIONS NOT BE MADE IF CLAIMS BY OTHER CREDITORS ARE LESS THAN CURRENTLY ANTICIPATED OR THE PROCEEDS RECEIVED PURSUANT TO THE PSA PREVIOUSLY DISCLOSED ON FORM 8-~~Looking~~K ~~Statements~~FILED BY THE PARTNERSHIP ON MARCH 21, 2017 ARE GREATER THAN CURRENTLY EXPECTED.

~~This~~The ~~Current~~Partnership’s ~~Report~~Common onUnits ~~Form 8-K,~~are ~~including~~currently ~~the~~quoted ~~exhibits hereto, includes “forward-looking statements.” All statements, other than statements of historical facts, included in this Current Report~~ on ~~Form 8-K that address activities, events or developments that~~ the ~~Partnership~~OTC ~~expects,~~Pink ~~believes~~Market oroperated ~~anticipates~~by ~~will or may occur in~~ the ~~future~~OTC ~~are~~Markets ~~forward-looking statements~~Group. ~~Terminology~~Following such as “will,” “would,” “should,” “could,” “expect,” “anticipate,” “plan,” “project,” “intend,” “estimate,” “believe,” “target,” “continue,” “potential,” the ~~negative~~filing of such terms or other comparable terminology are intended to identify forward-looking statements. These statements include, but are not limited to, statements about financial restructuring or strategic alternatives and the ~~Partnership’s expectations of plans~~Form 15, ~~goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto. These statements are based on certain assumptions made by~~ the Partnership ~~based~~anticipates on its ~~experience~~Common ~~and~~Units ~~perception~~will ofcontinue ~~historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances, but such assumptions may prove~~ to be ~~inaccurate.~~quoted ~~Such~~on ~~statements~~the ~~are~~OTC ~~also~~Pink ~~subject~~Market tofor a ~~number~~limited ~~of risks and uncertainties~~period, ~~many~~contingent ~~of which are beyond the control of the Partnership~~upon, ~~which may cause the Partnership’s actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks and uncertainties relating to,~~ among other things~~: the ability to confirm and consummate a plan of reorganization; the bankruptcy process~~, ~~including~~market ~~the effects thereof on Partnership~~makers’s ~~business~~demonstrating ~~and~~continued ~~on the interests of various constituents~~interest. However, ~~the~~there ~~length~~is ofno ~~time~~assurance that ~~the~~trading ~~Partnership may be required to operate~~ in ~~bankruptcy and~~ the ~~continued~~Common ~~availability~~Units ofwill ~~operating~~continue capital during the pendency of such proceedings; third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization; the potential adverse effects of bankruptcy proceedings on the ~~Partnership’s~~OTC ~~liquidity~~Pink orMarket results of operations; increased costs to execute the financial restructuring; the Partnership’s efforts to reduce leverage; the Partnership’s level of indebtedness including its ability to satisfy its debt obligations; risks related to the Partnership’s ability to generate sufficient cash flow and to make payments on its obligations and to execute its business plan; the Partnership’s ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Partnership’s indebtedness or ~~otherwise; the uncertainty of the impact that~~ any ~~financial~~other ~~restructuring implemented will have on the market for the Partnership’s publicly traded securities; tax consequences of business transactions; and changes in commodity prices~~ medium.

2Cautionary Note Regarding Forward-Looking Statements.

~~and~~This ~~hedge~~Current ~~positions~~Report ~~and~~on ~~the~~Form 8-K ~~risk~~includes ~~that~~“forward-looking ~~the Partnership’s hedging strategy may be ineffective or may reduce its income~~statements.” ~~Please~~All ~~read~~statements, ~~the~~other ~~Partnership’s~~than ~~filings~~statements ~~with~~of ~~the~~historical ~~SEC~~facts, ~~including~~included ~~“Risk Factors”~~ in ~~the~~this ~~Partnership’s~~Current ~~Annual~~ Report on Form 108-K, ~~and~~that ifaddress ~~applicable~~activities, ~~the~~events ~~Partnership’s~~or ~~Quarterly~~developments ~~Reports~~that onthe ~~Form 10-Q~~Partnership ~~and~~expects, ~~Current~~believes ~~Reports~~or onanticipates ~~Form 8-K,~~will ~~which~~or ~~are~~may ~~available~~occur onin the ~~Partnership’s~~future ~~Investor~~are ~~Relations~~forward-looking ~~website at http://investor~~statements.~~memorialpp.com/sec.cfm~~ orTerminology onsuch ~~the~~as ~~SEC’s~~“will,” ~~website~~“would,” at“should,” ~~http://www.sec.gov~~“could,” ~~for~~“expect,” a“anticipate,” ~~discussion~~“plan,” of“project,” ~~risks~~“intend,” ~~and~~“estimate,” ~~uncertainties~~“believe,” ~~that~~“target,” ~~could~~“continue,” ~~cause~~“potential,” ~~actual~~the ~~results~~negative toof ~~differ~~such ~~from~~terms ~~those~~or inother ~~such~~comparable ~~forward-looking~~terminology ~~statements. You~~ are ~~cautioned~~intended ~~not~~ to ~~place~~identify ~~undue reliance on these~~ forward-looking statements~~, which speak only as of the date of this Current Report on Form 8-K~~. These ~~All forward-looking~~ statements ininclude, ~~this~~but ~~Current Report on Form 8-K~~ are ~~qualified~~not inlimited ~~their~~to, ~~entirety~~statements byabout ~~these~~financial ~~cautionary~~restructuring, ~~statements.~~PSA, ~~Except~~and asthe ~~required~~Plan byand ~~law,~~ the Partnership’s ~~undertakes~~expectations noof ~~obligation~~plans, ~~and~~goals, ~~does~~strategies ~~not~~(including ~~intend~~measures to ~~update~~implement ~~or revise any forward-looking statements~~strategies), ~~whether~~objectives asand aanticipated ~~result of new information, future~~ results orwith ~~otherwise~~respect thereto.

~~Item 9.01 Financial Statements and Exhibits~~2

~~(d)~~These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances, but such assumptions may prove to be inaccurate. Such statements are also subject to a number of risks and uncertainties, many of which are beyond the control of the Partnership, which may cause the Partnership’s actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks and uncertainties relating to, among other things: the ability to confirm and consummate a plan of reorganization; the bankruptcy process, including the effects thereof on Partnership’s business and on the interests of various constituents, the length of time that the Partnership may be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings; third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization; the potential adverse effects of bankruptcy proceedings on the Partnership’s liquidity or results of operations; increased costs to execute a sale of the Partnership’s assets; risks related to the Partnership’s ability to generate sufficient cash flow and to make payments on its obligations and to execute a sale transaction; the Partnership’s ability to access funds on acceptable terms, if at all, because of the terms and conditions governing the Partnership’s indebtedness or otherwise; the uncertainty of the impact that any sale, financial restructuring or suspension of SEC filings will have on the market for the Partnership’s publicly traded securities; tax consequences of business transactions; and changes in commodity prices. Please read the Partnership’s filings with the SEC, including “Risk Factors” in the Partnership’s Annual Report on Form ~~Exhibits~~10-K, and if applicable, the Partnership’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Partnership’s Investor Relations website at http://phx.corporate-ir.net/phoenix.zhtml?c=253822&p=irol-sec. or on the SEC’s website at http://www.sec.gov, for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law, the Partnership undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Exhibit No.		Exhibit Description
99.1		Monthly Operating Report for the period of January 30, 2017 through February 28, 2017, as filed with the United States Bankruptcy Court for the Southern District of Texas, Houston Division on March 21, 2017

3SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2017

	AZURE MIDSTREAM PARTNERS, LP

	By: Azure Midstream Partners GP, LLC, its General Partner

	By:	/s/ Amanda Bush
		Name:	Amanda Bush
		Title:	Chief Financial Officer

Dated: March 21, 2017	AZURE MIDSTREAM PARTNERS, LP
	By: Azure Midstream Partners GP, LLC,
	the General Partner of Azure Midstream Partners, LP
	By:	/s/ Amanda Bush
	Amanda Bush
	Chief Financial Officer

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Description
99.1		Monthly Operating Report for the period of January 30, 2017 through February 28, 2017, as filed with the United States Bankruptcy Court for the Southern District of Texas, Houston Division on March 21, 2017

Filing Compare · AZURE MIDSTREAM PARTNERS, LP