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): ~~November~~December 1428, 2023

Evolve Transition Infrastructure LP

(Exact name of registrant as specified in its charter)


Delaware	001-33147	11-3742489
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


1360 Post Oak Blvd, Suite 2400
Houston, TX			77056
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (713) 783-8000

(Former name or former address, if changed since last report.)

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:


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


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


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


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units representing limited partner interests	SNMP	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~November~~December 1428, 2023, ~~the~~Evolve ~~Board~~Transition ofInfrastructure ~~Directors~~LP of(the ~~Evolve~~“Partnership”) ~~Transition~~completed ~~Infrastructure~~the GPsale ~~LLC,~~of aits ~~Delaware~~50% ~~limited~~membership ~~liability~~interest ~~company~~ (the “~~General~~Carnero ~~Partner~~Interest”) ~~and~~in ~~the~~Carnero ~~general~~G&P ~~partner~~LLC of(“Carnero”) ~~Evolve~~to ~~Transition~~Targa ~~Infrastructure~~ LP Inc. (the “~~Partnership~~Buyer”), ~~adopted~~pursuant to a ~~clawback~~membership ~~policy~~interest purchase agreement, dated as of December 28, 2023 (the “~~Clawback Policy~~Agreement”), inbetween ~~order~~the toPartnership ~~comply~~and ~~with~~the ~~Section~~Buyer. ~~10D~~The ofpurchase price for the ~~Securities~~Carnero ~~Exchange~~Interest ~~Act~~was of$27.0 ~~1934~~million (the “~~Exchange~~Cash ~~Act~~Consideration”),. ~~Rule~~In ~~10D-1~~addition ofto the ~~Exchange~~Cash ~~Act~~Consideration, ~~and~~ the ~~listing~~Buyer ~~standards~~will ~~adopted~~make byan additional cash payment to the ~~New~~Partnership, ~~York~~which ~~Stock~~will ~~Exchange.~~equal ~~The~~20% ~~Clawback~~of ~~Policy~~any ~~provides~~cash ~~for~~award, ~~the~~less ~~recoupment~~costs and expenses actually incurred by ~~the~~Carnero, ~~Partnership~~received ofby ~~erroneously~~Carnero ~~awarded~~with ~~incentive-based~~respect ~~compensation~~to ~~from~~claims ~~current~~asserted ~~and~~by ~~former~~Carnero ~~Executive~~pursuant ~~Officers~~to ~~(as~~a ~~defined~~third-party incommercial ~~the~~agreement. The ~~Clawback~~Partnership ~~Policy)~~intends ofto use the ~~General~~net ~~Partner~~proceeds infrom the ~~event~~transaction ~~that~~to repay borrowings outstanding under the Partnership’s iscredit ~~required~~facility toand ~~prepare~~for angeneral ~~accounting~~working ~~restatement~~capital purposes. The Agreement contains customary representations, warranties, covenants and indemnification provisions, subject to specified limitations.

The foregoing description of the ~~Clawback~~Agreement ~~Policy~~ does not purport to be complete and is qualified in its entirety by ~~reference to~~ the full text of the ~~Clawback Policy~~Agreement, a copy of which iswill be filed asby ~~Exhibit~~the ~~10.1~~Partnership towith ~~this~~its ~~Current~~Annual Report on Form 810-K ~~and~~for isthe ~~incorporated~~year ~~herein~~ended byDecember ~~reference~~31, 2023.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following unaudited pro forma financial information of the Partnership is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

•unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2023, and the year ended December 31, 2022; and

•unaudited pro forma condensed consolidated balance sheets as of September 30, 2023, and December 31, 2022.

(d) Exhibits.

Exhibit No.			~~Exhibit~~Description
10.1			Clawback Policy.
99.1			Unaudited pro forma condensed consolidated financial information.
104			Cover Page Interactive Data File (formatted as Inline XBRL).

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.

	EVOLVE TRANSITION INFRASTRUCTURE LP
	By:	Evolve Transition Infrastructure GP LLC,its general partner
Date: November 16, 2023	By:	/s/ Charles C. Ward
Date: January 2, 2024	By:	/s/ Charles C. Ward
		Charles C. Ward
		Interim Chief Executive Officer, Chief Financial Officer and Secretary

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