Centerbridge Credit Partners Offshore General Partner Form 4 Change in insider ownership

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^*

Centerbridge Credit Partners, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Midstates Petroleum Company, Inc. [ MPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 ("Common Stock")	11/01/2017		S		149,531	D	$16	0	D⁽¹⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/01/2017		S		28,867	D	$16	725,210	I	See footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/01/2017		S		7,183	D	$16.02	718,027	I	See footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/02/2017		S		2,011	D	$16.4032	716,016	I	See footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/03/2017		S		7,183	D	$16.5	708,833	I	See footnotes⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/01/2017		S		16,199	D	$16	406,933	I	See footnotes⁽³⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/01/2017		S		4,031	D	$16.02	402,902	I	See footnotes⁽³⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/02/2017		S		1,129	D	$16.4032	401,773	I	See footnotes⁽³⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/03/2017		S		4,031	D	$16.5	397,742	I	See footnotes⁽³⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/01/2017		S		55,403	D	$16	1,391,804	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/01/2017		S		13,786	D	$16.02	1,378,018	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/02/2017		S		3,860	D	$16.4032	1,374,158	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	11/03/2017		S		13,786	D	$16.5	1,360,372	I	See footnotes⁽⁴⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Special Credit Partners II AIV III, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore Intermediate III, L.P.

(Last)

(First)

(Middle)

C/O CENTERBRIDGE PARTNERS, L.P.

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners TE Intermediate I, L.P.

(Last)

(First)

(Middle)

C/O CENTERBRIDGE PARTNERS, L.P.

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Centerbridge Credit Partners Offshore General Partner, L.P.

(Last)

(First)

(Middle)

375 PARK AVENUE, 12TH FLOOR

(Street)

NEW YORK

10152

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares of Common Stock are held by Centerbridge Credit Partners, L.P. ("Credit Partners").

2. These shares of Common Stock are held by Centerbridge Special Credit Partners II AIV III, L.P. ("Special Credit Partners II AIV")

3. These shares of Common Stock are held by Centerbridge Credit Partners Offshore Intermediate III, L.P. ("Credit Partners Offshore Intermediate III")

4. These shares of Common Stock are held by Centerbridge Credit Partners TE Intermediate I, L.P. ("Credit Partners TE Intermediate I," together with Credit Partners, Special Credit Partners II AIV, Special Credit Partners Offshore Intermediate III, and Credit Partners Intermediate I, the "Centerbridge Funds")

5. Centerbridge Credit Partners General Partner, L.P. ("Onshore GP") is the general partner of Credit Partners and Credit Partners TE Intermediate I, and, as such, it may be deemed to beneficially own the securities held by Credit Partners and Credit Partners TE Intermediate I. Centerbridge Credit Partners Offshore General Partner, L.P. ("Offshore GP") is the general partner of Credit Partners Offshore Intermediate III, and, as such, it may be deemed to beneficially own the securities held by Credit Partners Offshore Intermediate III. Centerbridge Credit Cayman GP Ltd. ("Credit GP") is the general partner of each of Onshore GP and Offshore GP, and, as such, it may be deemed to beneficially own the securities held by Credit Partners, Credit Partners TE Intermediate I and Credit Partners Offshore Intermediate III.

6. Centerbridge Special Credit Partners General Partner II, L.P., ("CSCPGP II") is the general partner of Special Credit Partners II AIV and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV. CSCP II Cayman GP Ltd. ("CSCP II Cayman Ltd.") is the general partner of CSCPGP II, and, as such, it may be deemed to beneficially own the securities held by Special Credit Partners II AIV.

7. Mark T. Gallogly and Jeffrey H. Aronson, indirectly, through various intermediate entities control each of the Centerbridge Funds, and, as such, Mark T. Gallogly and Jeffrey H. Aronson may be deemed to beneficially own the securities held by the Centerbridge Funds.

8. For purposes of this filing, "Reporting Persons" means, as applicable, Credit Partners, Special Credit Partners II AIV, Credit Partners Offshore Intermediate III, Credit Partners TE Intermediate I, Onshore GP, Offshore GP, Credit GP, CSCPGP II, CSCP II Cayman Ltd., Mr. Aronson, and Mr. Gallogly.

9. The filing of this statement by the Reporting Persons shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, such Reporting Persons are the beneficial owners of the securities reported herein and each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Act, except to the extent of such Reporting Person's pecuniary interest therein.

Remarks:

To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the first of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

	Centerbridge Credit Partners, L.P., By: Centerbridge Credit Partners General Partner, L.P., its general partner, By: Centerbridge Credit Cayman GP Ltd., its general partner, By: /s/ Jeffrey H. Aronson,Authorized Signatory	11/03/2017
	** 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.

Centerbridge Credit Partners Offshore General Partner Form 4Change in insider ownership