3//SEC Filing
Stonepeak GP Investors Holdings Manager LLC 3
Accession 0001140361-23-033553
CIK 0001362705other
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 9:55 PM ET
Size
24.5 KB
Accession
0001140361-23-033553
Insider Transaction Report
Form 3
Stonepeak GP Investors Holdings LP
10% OwnerOther
Holdings
- 191,234,608(indirect: See Footnotes)
Common Units
- 9,000,000(indirect: See Footnotes)
Common Units
- 37,751,040(indirect: See Footnotes)
Class C Preferred Units
- (indirect: See Footnotes)
Warrant (right to buy)
Exercise: $0.00→ Common Units (27,017,268 underlying) - 4,509,792(indirect: See Footnotes)
Common Units
Stonepeak GP Investors Upper Holdings LP
10% OwnerOther
Holdings
- 4,509,792(indirect: See Footnotes)
Common Units
- 37,751,040(indirect: See Footnotes)
Class C Preferred Units
- 191,234,608(indirect: See Footnotes)
Common Units
- 9,000,000(indirect: See Footnotes)
Common Units
- (indirect: See Footnotes)
Warrant (right to buy)
Exercise: $0.00→ Common Units (27,017,268 underlying)
Stonepeak GP Investors Holdings Manager LLC
10% OwnerOther
Holdings
- 191,234,608(indirect: See Footnotes)
Common Units
- 37,751,040(indirect: See Footnotes)
Class C Preferred Units
- (indirect: See Footnotes)
Warrant (right to buy)
Exercise: $0.00→ Common Units (27,017,268 underlying) - 4,509,792(indirect: See Footnotes)
Common Units
- 9,000,000(indirect: See Footnotes)
Common Units
Footnotes (10)
- [F1]These Common Units, Class C Preferred Units and Warrant are owned directly by Stonepeak Catarina Holdings LLC ("Stonepeak Catarina").
- [F10]Each of SPCE Sub, SPPE Sub, Stonepeak Catarina, Stonepeak Texas Midstream Holdco LLC, Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, and Mr. Dorrell previously reported their beneficial ownership of the securities reported herein.
- [F2]These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina is the sole member of SPCE Sub.
- [F3]These Common Units are owned directly by SP Preferred Equity Subsidiary LLC ("SPPE Sub"). Stonepeak Catarina is the sole member of SPPE Sub.
- [F4]Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and 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 Holdings LP is the managing member of Stonepeak GP Investors LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP. Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP.
- [F5]Mr. Michael B. Dorrell is the Chairman, Chief Executive Officer, co-founder and sole member of Stonepeak GP Investors Holdings Manager LLC.
- [F6]The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units.
- [F7]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. As such, the number of Common Units underlying this Warrant as reported in Column 3 is an approximate and is subject to change.
- [F8]No purchase price will be payable in connection with the exercise of the Warrant.
- [F9]Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
Documents
Issuer
Evolve Transition Infrastructure LP
CIK 0001362705
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001984146
Filing Metadata
- Form type
- 3
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 9:55 PM ET
- Size
- 24.5 KB