Macaulay William E Form 4 Crestwood Midstream Partners / WILLIAM E MACAULAY 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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X

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^*

First Reserve GP XI, Inc.

(Last) (First) (Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Crestwood Midstream Partners LP [ CMLP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2015

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
Common Units	09/30/2015		D(1)(2)(3)		18,339,314	D	(1)(2)(3)	0	I	See footnotes(4)(6)
Common Units	09/30/2015		D(1)(2)(3)		2,497,071	D	(1)(2)(3)	0	I	See footnotes(4)(6)
Common Units	09/30/2015		D(1)(2)(3)		2,210,604	D	(1)(2)(3)	0	I	See footnote(5)
Common Units								7,137,841(8)	I	See footnotes(4)(6)(7)
Common Units								21,597(8)	I	See footnotes(4)(6)(7)

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

1. Name and Address of Reporting Person^*

First Reserve GP XI, Inc.

(Last) (First) (Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

First Reserve GP XI, L.P.

(Last) (First) (Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MACAULAY WILLIAM E

(Last) (First) (Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FR Midstream Holdings LLC

(Last) (First) (Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FR XI CMP Holdings LLC

(Last) (First) (Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestwood Holdings Partners, LLC

(Last) (First) (Middle)

700 LOUISIANA STREET, SUITE 2550

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestwood Holdings II LLC

(Last) (First) (Middle)

700 LOUISIANA STREET, SUITE 2550

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestwood Holdings LLC

(Last) (First) (Middle)

700 LOUISIANA STREET, SUITE 2060

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestwood Gas Services Holdings LLC

(Last) (First) (Middle)

700 LOUISIANA STREET, SUITE 2550

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. On September 30, 2015, the unitholders of Crestwood Midstream Partners LP (the "Issuer") approved the Agreement and Plan of Merger (the "Merger Agreement") by and among Crestwood Equity Partners LP ("CEQP"), Crestwood Equity GP LLC ("Equity GP"), CEQP ST SUB LLC ("MergerCo"), MGP GP, LLC ("MGP GP"), Crestwood Midstream Holdings LP ("Midstream Holdings"), the Issuer, Crestwood Midstream GP LLC ("Midstream GP") and Crestwood Gas Services GP LLC ("CMLP GP"). The merger pursuant to the Merger Agreement (the "Merger") was consummated on September 30, 2015, and MergerCo, MGP GP and Midstream Holdings merged with and into the Issuer and the Issuer survived and continued to exist as a Delaware limited partnership.

2. (Continued from Footnote 1) As a result of the Merger, on September 30, 2015, (i) each common unit of the Issuer (the "Common Units") issued and outstanding immediately prior to the effective time of the Merger (other than Common Units held by CEQP, CMLP GP or their respective subsidiaries, if any) was converted into the right to receive 2.7500 common units of CEQP and (ii) each preferred unit of the Issuer issued and outstanding immediately prior to the effective time of the Merger (other than preferred units of the Issuer held by CEQP or its subsidiaries, if any) was converted into the right to receive 2.7500 preferred units of CEQP.

3. (Continued From Footnote 2) Further, immediately following the effective time of the Merger, CEQP contributed 100% of the equity interests of Crestwood Operations LLC to the Issuer in exchange for additional limited partner interests in the Issuer, such that following the Merger and the related transactions provided for in the Merger Agreement, Midstream GP became a direct, wholly-owned subsidiary of CEQP and continues to be the sole general partner of the Issuer. CEQP and CMLP GP now own a 99.9% limited partner interest and a 0.1% limited partner interest, respectively, in the Issuer, as the surviving entity of the Merger. Following consummation of the Merger, the Common Units will be delisted from the New York Stock Exchange and deregistered pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act").

4. Prior to the Merger, Crestwood Gas Services Holdings LLC ("Gas Services Holdings") directly held 18,339,314 Common Units, Crestwood Holdings LLC ("Crestwood Holdings") directly held 2,497,071 Common Units, CMLP GP directly held 21,597 Common Units and CEQP directly held 7,137,841 Common Units.

5. These units were held directly by KA First Reserve, LLC ("KA First Reserve") and were converted into the right to receive 2.7500 common units of CEQP for each Common Unit upon consummation of the Merger. FR Midstream Holdings LLC ("FR Midstream Holdings") owns a majority of the membership interests in KA First Reserve and controls the board of managers of KA First Reserve.

6. Gas Services Holdings' sole member is Crestwood Holdings, whose sole member is Crestwood Holdings II LLC ("Holdings II"), whose sole member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings, whose manager is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. ("FR GP Inc."). William E. Macaulay is a director of FR GP Inc. and has the right to appoint a majority of the board of directors of FR GP Inc.

7. Following the consummation of the Merger, CMLP GP's sole member is Midstream GP, whose sole member is CEQP. The general partner of CEQP is Equity GP. The sole member of Equity GP is Crestwood Holdings LP ("Holdings LP"). Gas Services Holdings and Crestwood Holdings together own all of the limited and general partnership interests of Holdings LP.

8. Following the consummation of the Merger, the Issuer is wholly-owned by CEQP and CMLP GP. Because the registration of the Common Units will be terminated, the Common Units will no longer be subject to reporting under Section 16 of the Exchange Act.

Remarks:

The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. Due to the limitation on the number of reporting persons that may file on a single Form 4, certain of the reporting persons are filing on a separate Form 4.

	FIRST RESERVE GP XI, INC., By: /s/ Michael France, Name: Michael France, Title: Managing Director	09/30/2015
	FIRST RESERVE GP XI, L.P., By: First Reserve GP XI, Inc., its general partner, By: /s/ Michael France, Name: Michael France, Title: Managing Director	09/30/2015
	WILLIAM E. MACAULAY, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Attorney-in-fact	09/30/2015
	FR MIDSTREAM HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Michael France, Name: Michael France, Title: Managing Director	09/30/2015
	FR XI CMP HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Michael France, Name: Michael France, Title: Managing Director	09/30/2015
	CRESTWOOD HOLDINGS PARTNERS, LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President	09/30/2015
	CRESTWOOD HOLDINGS II LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President	09/30/2015
	CRESTWOOD HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President	09/30/2015
	CRESTWOOD GAS SERVICES HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Senior Vice President	09/30/2015
	** Signature of Reporting Person	Date
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