SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Third Coast Midstream, LLC [ AMID ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/23/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Units (limited partner interests) | 07/23/2019 | D | 64,221(1) | D | $0 | 0(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Represents common units representing limited partnership interests (the "Common Units") of Third Coast Midstream, LLC (f/k/a American Midstream Partners, LP), a Delaware limited liability company (the "Issuer"). |
2. On July 23, 2019, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated March 17, 2019, among the General Partner, the Issuer, Anchor Acquisition, Anchor Midstream Merger Sub, LLC ("Merger Sub") and 3CM, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of the General Partner and Anchor Acquisition. In connection with the consummation of the Merger, each Common Unit (other than Common Units held by Anchor Acquisition) issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive $5.25 cash in Merger Consideration (as defined in the Merger Agreement), and the Common Units were canceled and ceased to be outstanding. |
Remarks: |
Pursuant to that certain Master Contribution Agreement, dated July 22, 2019, by and among Anchor Midstream Acquisition, LLC ("Anchor Acquisition"), 3CM Holdings, LLC (f/k/a High Point Infrastructure Partners, LLC) ("3CM"), Third Coast Midstream Holdings, LLC (f/k/a/ American Midstream GP, LLC) (the "General Partner"), Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"), Magnolia Infrastructure Partners, LLC ("Magnolia"), AMID GP Holdings, LLC ("AMID GP"), JP Energy Development, L.P. ("JP Energy"), Busbar II, LLC ("Busbar"), High Point Energy, LLC, ArcLight Energy Partners Fund V, L.P., Stephen W. Bergstrom ("Reporting Person") and Daniel C. Campbell, (i) JP Energy, as holder of 422,805 Common Units, transferred all of its Common Units to Magnolia Holdings, (ii) Magnolia Holdings, as holder of 20,372,720 Common Units, transferred all of its Common Units to the General Partner, (iii) Magnolia, as holder of 5,108,669 Common Units, transferred all of its Common Units to the General Partner, (iv) Busbar, as holder of 2,853,482 Common Units, transferred all of its Common Units to the General Partner and (v) the Reporting Person, as holder of 64,221 Common Units, transferred all of his Common Units to the General Partner. Immediately following the preceding transactions, the General Partner, as holder of 41,209,117 Common Units, transferred all of its Common Units to Anchor Acquisition (such transactions, the "Contribution"). As a result of the Contribution, the Reporting Person no longer owns any Common Units. |
/s/ M. Dilshad Kasmani, Attorney-in-Fact for Stephen W. Bergstrom | 07/23/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |