Magnolia Infrastructure Partners 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^*

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)

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)	X	Other (specify below)
SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2019

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

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
Series A-1 Convertible Preferred Units	(1)	02/15/2019		A		232,751		(1)	(1)	Common Units (limited partner interests)	281,861	$13.66	7,940,322	I	See Footnote(1)
SerieA-2 Convertible Preferred Units	(2)	02/15/2019		A		99,717		(2)	(2)	Common Units (limited partner interests)	127,747	$13.66	3,401,875	I	See Footnote(2)
Series C Convertible Preferred Untis	(3)	02/15/2019		A		272,688		(3)	(3)	Common Units (limited partner interests)	273,069	$13.98	9,514,330	I	See Footnote(3)

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^*

Magnolia Infrastructure 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^*

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^*

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^*

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 Series A-1 Convertible Preferred Units (the "Series A-1 Units) held directly by High Point Infrastructure Partners, LLC ("HPIP") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-1 Units owned on the distribution record date. The Series A-1 Units have no expiration date and are convertible in whole or in part into common units of American Midstream Partners, LP (the "Issuer") ("Common Units") at a conversion rate of 1:1.2811 at any time.

2. Represents Series A-2 Convertible Preferred Units (the "Series A-2 Units") held by Magnolia Infrastructure Partners, LLC ("Magnolia") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series A-2 Units owned on the distribution record date. The Series A-2 Units have no expiration date and are convertible in whole or in part into common units of American Midstream Partners, LP (the "Issuer") ("Common Units') at a conversion ratio of 1:1.2811 at any time.

3. Represents Series C Convertible Preferred Units (the "Series C Units") held by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings") received on a quarterly basis as payment-in-kind in lieu of cash distributions on the Series C Units owned on the distribution record date. The Series C Units have no expiration date and are convertible in whole or part into common units of American Midstream Partners, LP (the "Issuer") ("Common Units") at a conversion ratio of 1:1.0014 at any time.

Remarks:

(A) ArcLight Capital Holdings, LLC ("ArcLight") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and ArcLight Energy Partners Fund V, L.P. ("Fund V"), the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. 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 directly owns Busbar II, LLC ("Busbar") and Magnolia Holdings, which owns Magnolia. Fund V, through Magnolia, also owns approximately 90% of the ownership interest in HPIP. HPIP and AMID GP Holdings LLC, a subsidiary of Magnolia Holdings, own respectively, approximately 77% and 23% of American Midstream GP, LLC (the "General Partner"), the general partner of the Issuer. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein. (B) Some of the entity names in the signature blocks have been abbreviated due to the limitations of the electronic filing system. Please refer to the text above for the complete legal names of such entities.

	/s/ Daniel R. Revers FUND V By: ArcLight PEF GP V, LLC, its General Partner By: ArcLight Capital Holdings, LLC, its Manager By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: Daniel R. Revers, Manager	02/19/2019
	/s/ Daniel R. Revers, President MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC By: Daniel R. Revers, President	02/19/2019
	/s/ Daniel R. Revers MAGNOLIA INFRASTRUCTURE PARTNERS, LLC By: Daniel R. Revers, President	02/19/2019
	/s/ Daniel R. Revers HIGH POINT INFRASTRUCTURE PARTNERS, LLC By: Daniel R. Revers, President	02/19/2019
	/s/ Daniel R. Revers ARCLIGHT CAPITAL HOLDINGS, LLC By: ACHP II, L.P., its Managing Member By: ACH GP, LLC, its General Partner By: Daniel Revers, Manager	02/19/2019
	/s/ Daniel R. Revers ARCLIGHT CAPITAL PARTNERS, LLC By: Daniel R. Revers, Managing Partner	02/19/2019
	/s/ Daniel R. Revers	02/19/2019
	** Signature of Reporting Person	Date
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