Summit Midstream Partners (SMLP) 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^*

ENERGY CAPITAL PARTNERS II, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2015

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
COMMON UNITS (LIMITED PARTNER INTERESTS)	12/30/2015		P		89,723(1)	A	$18.64(2)	89,723	I	BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)	12/31/2015		P		55,231(1)	A	$18.43(3)	144,954	I	BY: SMLP HOLDINGS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)								151,160	I	BY: SUMMIT MIDSTREAM PARTNERS, LLC
COMMON UNITS (LIMITED PARTNER INTERESTS)								5,293,571	I	BY: SUMMIT MIDSTREAM PARTNERS HOLDINGS, LLC

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^*

ENERGY CAPITAL PARTNERS II, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II-A, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II-B IP, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS II-C (SUMMIT IP), LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners II (Summit Co-Invest), LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

Explanation of Responses:

1. Units were purchased pursuant to a 10b5-1 plan.

2. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions ranging from $19.11 to $17.80, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the range set forth above.

3. The price reported in Column 4 is a weighted average price. These common units were purchased in multiple transactions ranging from $19.27 to $17.92, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of common units purchased at each separate price within the range set forth above.

Remarks:

Energy Capital Partners II, LP (''ECP II''), Energy Capital Partners II-A, LP (''ECP II-A''), Energy Capital Partners II-B (SMLP IP), LP (''ECP II-B SMLP IP'') and Energy Capital Partners II-C (SMLP IP), LP (''ECP II-C SMLP IP'' and together with ECP II, ECP II-A and ECP II-B SMLP IP the ''SMLP Holdings Owners'') collectively hold all of the membership interests in SMLP Holdings, LLC (''SMLP Holdings''). Energy Capital Partners II, LLC (''ECP'') indirectly controls the SMLP Holdings Owners. Accordingly, ECP and the SMLP Holdings Owners may be deemed to indirectly beneficially own the 144,954 common units held by SMLP Holdings but disclaim beneficial ownership except to the extent of their pecuniary interest therein. ECP II, ECP II-A, Energy Capital Partners II-B IP, LP (''ECP II-B''), Energy Capital Partners II-C (Summit IP), LP (''ECP II-C''), Energy Capital Partners II (Summit Co-Invest), LP ("ECP Summit Co-Invest" and together with ECP II, ECP II-A, ECP II-B and ECP II-C, the ''ECP Funds''), collectively hold greater than a majority of the membership interest in Summit Midstream Partners, LLC ("Summit") and are entitled to elect five of the five directors of Summit. Summit is the sole member of Summit Midstream Partners Holdings, LLC (''SMPH'') and as such, may be deemed to have indirect beneficial ownership of the 5,293,571 common units held by SMPH in addition to the 151,160 common units held directly. Accordingly, ECP and the ECP Funds may be deemed to indirectly beneficially own the 5,444,731 common units held by Summit and SMPH but disclaim beneficial ownership except to the extent of their pecuniary interest therein. The common units do not include 24,409,850 subordinated units held by SMPH. The subordinated units may be converted into common units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer Partnership Agreement.

	Energy Capital Partners II, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner, Counsel	01/04/2016
	Energy Capital Partners II-A, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner, Counsel	01/04/2016
	Energy Capital Partners II-B IP, LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner, Counsel	01/04/2016
	Energy Capital Partners II-C (Summit IP), LP By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Enoch O. Varner, Counsel	01/04/2016
	Energy Capital Partners II (Summit Co-Invest), LP By: Energy Capital Partners GP II Co-Investment (Summit), LLC Its: General Partner By: Energy Capital Partners II, LLC Its: Managing Member By: /s/ Enoch O. Varner, Counsel	01/04/2016
	Energy Capital Partners II, LLC By: /s/ Enoch O. Varner, Counsel	01/04/2016
	** 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).
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