SP Common Equity Form 3 Sanchez Midstream Partners / ANTONIO R SANCHEZ III ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SP Common Equity Subsidiary LLC

(Last) (First) (Middle)

1360 POST OAK BLVD

SUITE 2400

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/07/2020

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	4,650,439(1)	D(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

SP Common Equity Subsidiary LLC

(Last) (First) (Middle)

1360 POST OAK BLVD

SUITE 2400

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SP Common Equity LLC

(Last) (First) (Middle)

1360 POST OAK BLVD

SUITE 2400

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SANCHEZ ANTONIO R III

(Last) (First) (Middle)

1360 POST OAK BLVD

SUITE 2400

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SANCHEZ ANTONIO R JR

(Last) (First) (Middle)

1360 POST OAK BLVD

SUITE 2400

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sanchez Patricio D.

(Last) (First) (Middle)

1360 POST OAK BLVD

SUITE 2400

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sanchez Eduardo Augusto

(Last) (First) (Middle)

1360 POST OAK BLVD

SUITE 2400

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the terms and provisions of that certain Contribution and Exchange Agreement, by and among SP Common Equity LLC ("SPCE"), SP Capital Holdings, LLC ("SP Capital") and Stonepeak Catarina Holdings, LLC ("Stonepeak Catarina"), dated as of September 7, 2020 (the "Agreement"), Antonio R. Sanchez, Jr. and certain affiliates of Antonio R. Sanchez, Jr. (collectively, the "Sanchez Holders") irrevocably committed to Contribute an aggregate of 4,650,439 Common Units to SP Common Equity Subsidiary LLC ("SPCE Sub") as partial consideration for units representing membership interests in SPCE. This amount includes 140,647 Common Units that are subject to vesting.

2. SPCE Sub is a wholly owned subsidiary of SPCE. However pursuant to the terms of the Agreement, upon completion of the contribution of Common Units by the Sanchez Holders to SPCE Sub, Stonepeak Catarina will become the sole member of SPCE Sub, and each of SP Capital and SPCE will have the right to certain cash receipts from the Class C Preferred Units and Common Units beneficially owned by Stonepeak Catarina (including Common Units irrevocably contributed to SPCE Sub). Stonepeak Catarina and its direct and indirect control persons separately filed a Form 4 on September 9, 2020 to report their acquisition of indirect beneficial ownership of the Common Units irrevocably committed to SPCE Sub by the Sanchez Holders on September 7, 2020.

3. Each of Antonio R. Sanchez, Jr., Antonio R. Sanchez, III, Patricio D. Sanchez and Eduardo A. Sanchez are managing members of SPCE and share voting and dispositive power over the securities controlled by SPCE. SPCE is the sole member of SPCE Sub.

Remarks:

Exhibit 99.1: Powers of Attorney

	Antonio R. Sanchez, III, Attorney in fact of each Reporting Owner	09/17/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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