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 |
| |||||||||||||||
| 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 CSI Compressco LP [ CCLP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common units representing limited partner interests | 11/18/2021 | A | 1,509,436(1) | A | $1.35 | 52,872,399 | D | |||
| Common units representing limited partner interests | 10,952,478 | I | See footnote(2) | |||||||
| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Spartan Energy Partners LP ("Spartan LP") agreed to exchange $2.0 million principal amount of the Issuer's 7.25% senior notes due 2022, which were called for redemption by the Issuer on December 13, 2021, for 1,509,436 common units. |
| 2. Includes (i) 7,463,257 common units held by CSI Compressco GP LLC and (ii) 3,489,221 common units held by CSI Compressco Investment LLC. CSI Compressco GP LLC is the sole member of CSI Compressco Investment LLC. The sole member of CSI Compressco GP LLC is Spartan Energy Holdco, LLC, whose sole member is Spartan Energy Partners LP. As the general partner of Spartan Energy Partners LP, Spartan Energy Partners GP LLC may be deemed to have beneficial ownership of the common units held by Spartan Energy Partners LP. Spartan Energy Partners LP, Spartan Energy Partners GP LLC and Spartan Energy Holdco LLC may be deemed to have beneficial ownership of the common units held by CSI Compressco GP LLC and CSI Compressco Investment LLC. |
| Remarks: |
| SPARTAN ENERGY PARTNERS LP, By: Spartan Energy Partners GP LLC, its general partner, By: /s/ Jonathan W. Byers, Name: Jonathan W. Byers, Title: Secretary | 11/22/2021 | |
| SPARTAN ENERGY PARTNERS GP LLC, By: /s/ Jonathan W. Byers, Name: Jonathan W. Byers, Title: Secretary | 11/22/2021 | |
| SPARTAN ENERGY HOLDCO LLC, By: Spartan Energy Partners LP, its sole member, By: Spartan Energy Partners GP LLC, its general partner, By: /s/ Jonathan W. Byers, Name: Jonathan W. Byers, Title: Secretary | 11/22/2021 | |
| CSI COMPRESSCO GP LLC, By: /s/ Jonathan W. Byers, Name: Jonathan W. Byers, Title: Chief Financial Officer | 11/22/2021 | |
| ** 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. | ||