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^*

Johnston James David

(Last)

(First)

(Middle)

C/O SUMMIT MIDSTREAM PARTNERS, LP

910 LOUISIANA STREET, SUITE 4200

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

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 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	03/15/2024		S⁽¹⁾		600	D	$20.25⁽²⁾	22,250⁽³⁾	D
Common Units	03/15/2024		M		8,361	A	⁽⁴⁾	30,611	D
Common Units	03/15/2024		F		2,036⁽⁵⁾	D	$18.45	28,575	D
Common Units	03/15/2024		M		5,545	A	⁽⁴⁾	34,120	D
Common Units	03/15/2024		F		1,351⁽⁵⁾	D	$18.45	32,769	D
Common Units	03/15/2024		M		12,054	A	⁽⁴⁾	44,823	D
Common Units	03/15/2024		F		2,936⁽⁵⁾	D	$18.45	41,887	D
Common Units	03/15/2024		M		3,253	A	⁽⁴⁾	45,140	D
Common Units	03/15/2024		F		793⁽⁵⁾	D	$18.45	44,347	D
Common Units	03/15/2024		M		9,794	A	⁽⁴⁾	54,141	D
Common Units	03/15/2024		F		2,540⁽⁵⁾	D	$18.45	51,601	D

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)
Phantom Units	⁽⁴⁾	03/15/2024		M			8,361	⁽⁶⁾	⁽⁷⁾	Common Units	8,361	$0	0	D
Phantom Units	⁽⁴⁾	03/15/2024		M			5,545	⁽⁸⁾	⁽⁷⁾	Common Units	5,545	$0	5,544	D
Phantom Units	⁽⁴⁾	03/15/2024		M			12,054	⁽⁹⁾	⁽⁷⁾	Common Units	12,054	$0	4,018	D
Phantom Units	⁽⁴⁾	03/15/2024		M			3,253	⁽¹⁰⁾	⁽⁷⁾	Common Units	3,253	$0	0	D
Phantom Units	⁽⁴⁾	03/15/2024		M			9,794	⁽¹¹⁾	⁽⁷⁾	Common Units	9,794	$0	9,831⁽¹²⁾	D

Explanation of Responses:

1. These units were sold in compliance with a qualified selling plan adopted by the reporting person pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

2. The price reported in Column 4 is a weighted average price and has been rounded to the nearest cent. These units were sold in multiple transactions at prices ranging from $20.24 to $20.25, inclusive. The reporting person undertakes to provide to Summit Midstream Partners, LP, any security holder of Summit Midstream Partners, LP, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of units sold at each separate price within the ranges set forth in footnote 2 to this Form 4.

3. On November 9, 2020, the Issuer effected a 1-for-15 reverse unit split (the "Reverse Unit Split"). Pursuant to the Reverse Unit Split, common unitholders received one common unit for every 15 common units owned at the close of business on November 9, 2020. All fractional units created by the Reverse Unit Split were rounded to the nearest whole unit. The common units began trading on a split-adjusted basis on November 10, 2020. After giving effect to the Reverse Unit Split, the number of issued and outstanding common units decreased to 3,774,992.

4. Each phantom unit is the economic equivalent of one common unit.

5. Common units being withheld to pay tax liability.

6. The final one-third of the phantom units subject to the original award agreement vested on March 15, 2024, the third anniversary of the March 15, 2021 reference date. The Reporting Person received distribution equivalent rights ("DERs") for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

7. The phantom units and associated DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.

8. One-third of the phantom units subject to the original award agreement vested on March 15, 2024, with the final one-third of the phantom units subject to vesting on the third anniversary of the March 15, 2022 reference date, subject to continued employment. The Reporting Person received DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

9. Twenty percent of the phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) vested on March 15, 2023, sixty percent of the phantom unites vested on March 15, 2024, and twenty percent of the phantom units shall vest on the third anniversaries of the March 15, 2022, the reference date, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person received DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

10. The final one-half of the phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) vested on March 15, 2024, subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person received DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

11. The 9794 phantom units vested on March 15, 2024, and the remaining phantom units shall vest if and to the extent that the phantom units are earned during the performance period from January 1, 2023 through December 31, 2025, which will depend on whether the performance criteria are achieved as determined by the committee as soon as reasonably practicable, but no later than Friday, March 6, 2026. The vesting of the phantom units is subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

12. After giving effect to the transactions reported in this Report, the Reporting Person holds an aggregate 102,745 phantom units. This total includes phantom units from other tranches with different vesting dates.

Remarks:

The Reporting Person is Executive Vice President, General Counsel, and Chief Compliance Officer of Summit Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

	/s/ James D. Johnston	03/19/2024
	** Signature of Reporting Person	Date
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