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*
Stonepeak Catarina Holdings LLC

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sanchez Midstream Partners LP [ SNMP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2020
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 09/07/2020 P 4,650,439(1) A (2)(3) 4,650,439 I(4)(5)(6) See Footnotes(4)(5)(6)
Common Units 393,291 D(5)(6)
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*
Stonepeak Catarina Holdings LLC

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stonepeak Catarina Upper Holdings LLC

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stonepeak Infrastructure Fund (Orion AIV) LP

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stonepeak Associates LLC

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stonepeak GP Holdings LP

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stonepeak GP Investors LLC

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stonepeak GP Investors Manager LLC

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dorrell Michael B.

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Vichie Trent D

(Last) (First) (Middle)
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
Explanation of Responses:
1. This amount includes 140,647 Common Units that are subject to vesting
2. On September 7, 2020, each of Stonepeak Catarina Holdings LLC ("Stonepeak Catarina"), SP Capital Holdings, LLC ("SP Capital") and SP Common Equity LLC ("SPCE") entered into a Contribution and Exchange Agreement (the "Agreement"), pursuant to which Stonepeak Catarina issued (i) to SP Capital 10,000 Class B Units in Stonepeak Catarina in exchange for SP Capital contributing to Stonepeak Catarina 100% of the membership interests in SP Holdings, LLC, the sole member of Sanchez Midstream Partners GP LLC, the general partner of the Issuer, and (ii) to SPCE 5,000 Class C Units in Stonepeak Catarina in exchange for SPCE contributing to Stonepeak Catarina 100% of the membership interests in SP Common Equity Subsidiary LLC ("SPCE Sub") (the "Transaction").
3. In connection with the Transaction, Antonio R. Sanchez, Jr. and certain affiliates of Antonio R. Sanchez, Jr. irrevocably committed to contribute 4,650,439 Common Units to SPCE Sub as partial consideration for units representing membership interests in SPCE. This amount includes 140,647 Common Units that are subject to vesting. Upon completion of this contribution, Stonepeak Catarina will become the sole member of SPCE Sub and will exercise voting and dispositive power over all of the Common Units held by SPCE Sub; however, SP Capital and SPCE each has the right to certain cash receipts from the Class C Preferred Units and Common Units beneficially owned by Stonepeak Catarina (including Common Units that will be contributed to SPCE Sub).
4. These Common Units have been irrevocably committed to SPCE Sub. Upon completion of this contribution, Stonepeak Catarina will become the sole member of SPCE Sub.
5. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC.
6. Each Reporting Person disclaims beneficial ownership of the Common Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Common Units for purposes of Section 16 of the Exchange Act, or for any other purpose.
Remarks:
Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be directors-by-deputization by virtue of Stonepeak Catarina Holdings LLC's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina Holdings LLC, are members of the Board. In addition, in connection with the Transaction, the Reporting Persons appointed two additional employees - Michael Bricker and John Steen - to serve as members of the Board.
/s/ Michael Dorrell 09/09/2020
/s/ Trent Vichie 09/09/2020
** 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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