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
Crestwood Equity Partners LP [ CEQP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/03/2023 | ||||||||||||||||||||||||||
|
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 | 11/03/2023 | A | 29,863 | A | (1)(2)(3) | 268,397 | D | |||
| Common Units | 11/03/2023 | D | 268,397(4) | D | (1)(2)(3)(4)(5)(6) | 0 | D | |||
|
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 | ||||||||
| Explanation of Responses: |
| 1. On November 3, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of August 16, 2023 (the "Merger Agreement"), by and among the Issuer, Energy Transfer LP ("Energy Transfer"), Pachyderm Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer ("Merger Sub"), and, solely for the purposes set forth therein, LE GP, LLC, the Issuer merged with and into Merger Sub, with Merger Sub surviving as a direct wholly owned subsidiary of Energy Transfer (the "Merger"). |
| 2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding performance unit of the Issuer, which do not constitute derivative securities at the time of grant, granted prior to January 1, 2023, or that was otherwise vested at the Effective Time (each, a "Pre-2023 Issuer Performance Unit") was cancelled in exchange for the payment of (i) the common unit merger consideration (as defined below) with respect to the number of common units of the Issuer (each, an "Issuer common unit") issuable pursuant to such Pre-2023 Issuer Performance Unit based upon a performance multiplier of 100% and (ii) an amount in cash equal to any accrued but unpaid cash distribution equivalents with respect to such Pre-2023 Issuer Performance Unit. |
| 3. (Continued from footnote 2) The average closing price of a common unit representing limited partnership interests in Energy Transfer (each, an "Energy Transfer common unit") for the ten (10) trading days immediately preceding the Closing Date was $13.45. |
| 4. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted unit of the Issuer granted prior to January 1, 2023 (each, a "Pre-2023 Issuer Restricted Unit") vested in full and converted into the right to receive the common unit merger consideration. The average closing price of an Energy Transfer common unit for the ten (10) trading days immediately preceding the Closing Date was $13.45. |
| 5. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each outstanding restricted unit of the Issuer other than the Pre-2023 Issuer Restricted Units (each, a "2023 Issuer Restricted Unit") converted into the right to receive the common unit merger consideration, subject to the same restrictions and other terms and conditions (including as to vesting and forfeiture and any so-called "double-trigger" protection) that were applicable to such 2023 Issuer Restricted Unit immediately prior to such conversion. The average closing price of an Energy Transfer common unit for the ten (10) trading days immediately preceding the Closing Date was $13.45. |
| 6. Pursuant to the Merger Agreement, each eligible Issuer common unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.07 Energy Transfer common units (the "common unit merger consideration"). The average closing price of an Energy Transfer common unit for the ten (10) trading days immediately preceding the Closing Date was $13.45. |
| Remarks: |
| /s/ Judy Riddle, attorney-in-fact for William H. Moore | 11/07/2023 | |
| ** 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. | ||