Catherine S Massie Form 5 EVERFLOW EASTERN PARTNERS / Catherine S Massie ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Massie Catherine S

(Last) (First) (Middle)

585 WEST MAIN STREET

(Street)

CANFIELD OH 44406

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EVERFLOW EASTERN PARTNERS LP [ NONE ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
See footnote(1)	10/31/2018		G	52,878	A	$0	107,869	I	By CSM Associates, L.P.(2)
See footnote(1)							183,213.75	I	By Sykes Associates, LLC(3)
See footnote(4)							8,387.25	I	By Everflow Management Limited, LLC(5)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Units of Limited Partnership Interest of Everflow Eastern Partners, L.P.

2. Transaction on 10/31/18 represents units of limited partnership interest that were distributed to CSM Associates, L.P. by the Sykes Family Trust and RFS Living Trust.

3. Represents the reporting person's proportionate interest in securities owned by Sykes Associates, LLC.

4. Equivalent Units of Everflow Eastern Partners, L.P.

5. Represents the reporting person's proportionate interest in securities owned by Everflow Management Limited, LLC.

Remarks:

Catherine S. Massie is a co-managing member of Sykes Associates, LLC and has investment power over the greater than 10% units of Everflow Eastern Partners, L.P. held by Sykes Associates, LLC.

	/s/ Brian A. Staebler, on behalf of Catherine S. Massie	01/18/2019
	** 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).
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