Dorrell Michael B. Form 4 Sanchez Midstream Partners / Trent D Vichie 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^*

Stonepeak Catarina Holdings LLC

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sanchez Midstream Partners LP [ SNMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2019

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
Class C Preferred Units	11/20/2019		A(1)		1,007,820	A	(1)	33,258,043	D(2)(3)

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^*

Stonepeak Catarina Holdings LLC

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stonepeak Catarina Upper Holdings LLC

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stonepeak Infrastructure Fund (Orion AIV) LP

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stonepeak Associates LLC

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stonepeak GP Holdings LP

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stonepeak GP Investors LLC

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stonepeak GP Investors Manager LLC

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dorrell Michael B.

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Vichie Trent D

(Last) (First) (Middle)

55 HUDSON YARDS

550 W. 34TH STREET, 48TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

Explanation of Responses:

1. These Class C Preferred Units of the Issuer (the "Class C Preferred Units") are payable by the Issuer on November 29, 2019, to Class C Preferred Unit holders of record on November 20, 2019, in satisfaction of the third quarter 2019 distribution of the Class C Preferred Units (as authorized on October 30, 2019 by the Board of Directors of the general partner of the Issuer). The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units.

2. These Class C Preferred Units are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC.

3. Each Reporting Person disclaims beneficial ownership of the Class C Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Class C Preferred Units for purposes of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be directors-by-deputization by virtue of Stonepeak Catarina Holdings LLC's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina Holdings LLC, are members of the Board.

	/s/ Michael Dorrell	11/22/2019
	/s/ Trent Vichie	11/22/2019
	** Signature of Reporting Person	Date
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