SEC FORM 4

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^*

First Reserve GP XI, Inc.

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Crestwood Equity 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)
10/04/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	10/04/2013		A⁽¹⁾⁽²⁾		25,477,155	A	⁽¹⁾⁽²⁾	25,477,155	I	See Footnotes⁽³⁾⁽⁸⁾
Common Units	10/04/2013		A⁽¹⁾⁽²⁾		2,497,071	A	⁽¹⁾⁽²⁾	2,497,071	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Units	10/04/2013		A⁽¹⁾⁽²⁾		21,597	A	⁽¹⁾⁽²⁾	21,597	I	See Footnotes⁽⁵⁾⁽⁸⁾⁽¹⁰⁾
Common Units	10/04/2013		A⁽¹⁾⁽²⁾		283,376	A	⁽¹⁾⁽²⁾	2,210,604	I	See Footnotes⁽⁶⁾⁽⁸⁾
Common Units	10/04/2013		X⁽⁹⁾		7,137,841	D	⁽⁹⁾	18,339,314	I	See Footnotes⁽³⁾⁽⁸⁾
Common Units	10/04/2013		X⁽⁹⁾		7,137,841	A	⁽⁹⁾	7,137,841	I	See Footnotes⁽⁷⁾⁽⁸⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

First Reserve GP XI, Inc.

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

First Reserve GP XI, L.P.

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MACAULAY WILLIAM E

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FR Midstream Holdings LLC

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

FR XI CMP Holdings LLC

(Last)

(First)

(Middle)

ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Crestwood Holdings Partners, LLC

(Last)

(First)

(Middle)

700 LOUISIANA STREET, SUITE 2060

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Crestwood Holdings II LLC

(Last)

(First)

(Middle)

700 LOUISIANA STREET, SUITE 2060

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Crestwood Holdings LLC

(Last)

(First)

(Middle)

700 LOUISIANA STREET, SUITE 2060

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Crestwood Gas Services Holdings LLC

(Last)

(First)

(Middle)

700 LOUISIANA STREET, SUITE 2060

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On October 4, 2013, the unitholders of Crestwood Midstream Partners LP ("CMLP") approved the Agreement and Plan of Merger (the "Merger Agreement") entered into on May 5, 2013 among CMLP, Crestwood Gas Services GP, LLC ("CMLP GP"), Inergy, L.P. ("NRGY"), Inergy Midstream, L.P. (the "Issuer"), NRGM GP, LLC and Intrepid Merger Sub, LLC ("Merger Sub") pursuant to which Merger Sub merged with and into the CMLP (the "Merger"). (Continued in footnote 2)

2. Pursuant to the terms and conditions of the Merger Agreement, on October 7, 2013, at the effective time of the Merger, each common unit and Class D unit of CMLP that was held by Crestwood Holdings LLC ("Crestwood Holdings"), Crestwood Gas Services Holdings LLC ("Gas Services Holdings") and CMLP GP, was converted into the right to receive 1.07 new common units representing limited partner interests (the "Common Units") of the Issuer (the "Unit Consideration") and holders of Common Units of CMLP, other than Crestwood Holdings, Gas Services Holdings and CMLP GP, received, in addition to the Unit Consideration, the right to receive $1.03 in cash per Common Unit of CMLP.

3. These securities are held by Gas Services Holdings.

4. These securities are held by Crestwood Holdings.

5. These securities are held by CMLP GP.

6. These securities are held by KA First Reserve, LLC ("KA First Reserve"). 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.

7. These securities are held by NRGY. Crestwood Holdings and Gas Services Holdings together own all of the limited and general partnership interests of Inergy Holdings, L.P. ("Inergy Holdings"), which is the sole member of Inergy GP, LLC ("NRGY GP"), which is the general partner of NRGY.

8. First Reserve GP XI, Inc. ("FR GP Inc.") is the sole general partner of First Reserve GP XI, L.P ("FR GP LP"). FR GP LP is the managing member of FR Midstream Holdings, which is the sole member of FR XI CMP Holdings LLC, which is the controlling member of Crestwood Holdings Partners, LLC ("Crestwood Holdings Partners"). Crestwood Holdings Partners is the sole member of Crestwood Holdings II LLC, which is the sole member of Crestwood Holding, which is the sole member of Gas Services Holdings and indirectly controls CMLP GP. 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.

9. On October 7, 2013, immediately following the consummation of the Merger, Gas Services Holdings contributed to NRGY 7,137,841 Common Units that Gas Services Holdings received in the Merger in exchange for 14,318,396 common units of NRGY (the "Follow-On Contribution") pursuant to the Follow-On Contribution Agreement, dated as of May 5, 2013, between Crestwood Holdings, Gas Services Holdings, NRGY and NRGY GP.

10. These securities may also be deemed to be beneficially owned by NRGY, NRGY GP, and Inergy Holdings which have filed a separate Form 4 reporting securities of the Issuer that they may be deemed to beneficially own.

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 or for any other purpose.

	/s/ Michael France, Managing Director for First Reserve GP XI, Inc.	10/07/2013
	/s/ Anne E. Gold, Attorney-in-Fact for William E. Macaulay	10/07/2013
	/s/ Michael France, Managing Director for First Reserve GP XI, Inc. the General Partner of First Reserve GP XI, L.P.	10/07/2013
	/s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC	10/07/2013
	/s/ Michael France, Managing Director for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P., the Managing Member of FR Midstream Holdings LLC, the Managing Member of FR XI CMP Holdings LLC	10/07/2013
	/s/ Joel C Lambert, Senior Vice President for Crestwood Holdings Partners, LLC	10/07/2013
	/s/ Joel C Lambert, Senior Vice President for Crestwood Holdings II LLC	10/07/2013
	/s/ Joel C Lambert, Senior Vice President for Crestwood Holdings LLC	10/07/2013
	/s/ Kelly J. Jameson, Senior Vice President for Crestwood Gas Services Holdings LLC	10/07/2013
	** 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).
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