American Midstream GP Form 4 American Midstream Partners / Daniel R Revers ownership change

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^*

Magnolia Infrastructure Partners, LLC

(Last) (First) (Middle)

C/O ARCLIGHT CAPITAL PARTNERS, LLC

200 CLARENDON STREET, 55TH FLOOR

(Street)

BOSTON MA 02117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Midstream Partners, LP [ AMID ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2015

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)
			Code	V	Amount	(A) or (D)	Price

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
Common Units	(1)	09/15/2015		J(1)		618,921		(1)	(1)	Common Units	618,921	$11.31	618,921(2)	D

1. Name and Address of Reporting Person^*

Magnolia Infrastructure Partners, LLC

(Last) (First) (Middle)

C/O ARCLIGHT CAPITAL PARTNERS, LLC

200 CLARENDON STREET, 55TH FLOOR

(Street)

BOSTON MA 02117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

American Midstream GP, LLC

(Last) (First) (Middle)

ATTENTION: WILLIAM B. MATHEWS

1400 16TH STREET, SUITE 310

(Street)

DENVER CO 80202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

High Point Infrastructure Partners, LLC

(Last) (First) (Middle)

C/O ARCLIGHT CAPITAL PARTNERS, LLC

200 CLARENDON STREET, 55TH FLOOR

(Street)

BOSTON MA 02117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ArcLight Capital Holdings, LLC

(Last) (First) (Middle)

C/O ARCLIGHT CAPITAL PARTNERS, LLC

200 CLARENDON STREET, 55TH FLOOR

(Street)

BOSTON MA 02117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ArcLight Capital Partners, LLC

(Last) (First) (Middle)

200 CLARENDON STREET, 55TH FLOOR

(Street)

BOSTON MA 02117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCLIGHT ENERGY PARTNERS FUND V, L.P.

(Last) (First) (Middle)

C/O ARCLIGHT CAPITAL PARTNERS, LLC

200 CLARENDON STREET, 55TH FLOOR

(Street)

BOSTON MA 02117

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Revers Daniel R

(Last) (First) (Middle)

C/O ARCLIGHT CAPITAL PARTNERS, LLC

200 CLARENDON STREET, 55TH FLOOR

(Street)

BOSTON MA 02117

(City) (State) (Zip)

Explanation of Responses:

1. Represents common units representing limited partnership interests of the Issuer (the "Common Units") held directly by Magnolia Infrastructure Partners, LLC ("Magnolia"). Represents Common Units purchased by Magnolia in the Issuer's underwritten public offering of 7,500,000 Common Units, which closed on September 15, 2015.

2. Represents the aggregate number of Common Units held after the acquisition of Common Units reported in Column 5 of this line item.

Remarks:

ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners"). ArcLight Partners is the investment adviser to ArcLight Energy Partners Fund V, L.P. ("Fund V" and together with ArcLight Holdings and ArcLight Partners, the "ArcLight Entities"). ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V indirectly owns Magnolia and, through indirectly controlled subsidiaries, Fund V owns approximately 90% of the ownership interest in HPIP, which in turn owns 95% of the General Partner. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

	/s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President	09/17/2015
	/s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, LLC, By: Daniel R. Revers, President	09/17/2015
	/s/ William B. Mathews, AMERICAN MIDSTREAM GP, LLC, By: William B. Mathews, Senior Vice President	09/17/2015
	/s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, President	09/17/2015
	/s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, President	09/17/2015
	/s/ Daniel R. Revers, ARCLIGHT ENERGY PARTNERS FUND V, L.P., LLC, By: ArcLight PEF GP V, LLC, its General Partner, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner	09/17/2015
	/s/ Daniel R. Revers	09/17/2015
	** Signature of Reporting Person	Date
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