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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sanchez Production Partners LP [ SPP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/16/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/16/2016 | A(1) | 115,617 | A | $11.11 | 115,617 | I | By SP Holdings, LLC(2) | ||
| Common Units | 05/16/2016 | J(1) | 115,617 | D | $0 | 0 | I | By SP Holdings, LLC(2) | ||
| Common Units | 90,859 | D | ||||||||
| Common Units | 19,602 | I | By 1988 Trust #14(3) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Represents an anticipated distribution to SP Holdings, LLC ("SP Holdings") of 115,617 Issuer common units on or before June 1, 2016 pursuant to the Amended and Restated Shared Services Agreement, by and between Issuer and SP Holdings, dated March 6, 2015, and an anticipated concurrent distribution by SP Holdings of all 115,617 common units to its sole member, SP Capital Holdings, LLC ("SP Capital"), for no consideration, and an anticipated concurrent distribution by SP Capital of (i) 106,946 common units to its members on a pro rata basis and for no consideration (including the 27,806 common units to be distributed to Patricio Sanchez), resulting in exempt distributions under Rule 16a-9 and/or Rule 16a-13 of 115,617 common units to SP Capital and 106,946 common units from SP Capital to the members of SP Capital, including Patricio Sanchez, and (ii) the remaining 8,671 units to one individual. |
| 2. These common units will be owned directly by SP Holdings. SP Holdings is owned and controlled by its sole member, SP Capital. SP Capital is managed by Patricio Sanchez and other members of the Sanchez family. Patricio Sanchez may be deemed to share voting and dispositive power over the securities controlled by SP Capital. Patricio Sanchez disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Patricio Sanchez of the reported securities for purposes of Section 16 or any other purpose. |
| 3. These common units are owned directly by 1998 Trust #14 ("Trust 14"). Patricio Sanchez is a co-trustee, along with A. R. Sanchez, Jr., and beneficiary of Trust 14. Patricio Sanchez may be deemed to share voting and dispositive power over the common units held by Trust 14. Patricio Sanchez disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by Patricio Sanchez of the reported securities for purposes of Section 16 or any other purpose. |
| /s/ Patricio D. Sanchez | 05/18/2016 | |
| ** 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). | ||
| 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. | ||