0000905148-17-000352.txt : 20170214
0000905148-17-000352.hdr.sgml : 20170214
20170214174227
ACCESSION NUMBER: 0000905148-17-000352
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170125
FILED AS OF DATE: 20170214
DATE AS OF CHANGE: 20170214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Vichie Trent D
CENTRAL INDEX KEY: 0001550764
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611221
MAIL ADDRESS:
STREET 1: 717 5TH AVE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stonepeak GP Investors LLC
CENTRAL INDEX KEY: 0001656525
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611224
BUSINESS ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-907-5100
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stonepeak GP Holdings LP
CENTRAL INDEX KEY: 0001656526
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611225
BUSINESS ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-907-5100
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stonepeak Associates LLC
CENTRAL INDEX KEY: 0001656527
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611226
BUSINESS ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-907-5100
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stonepeak Infrastructure Fund (Orion AIV) LP
CENTRAL INDEX KEY: 0001656528
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611227
BUSINESS ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-907-5100
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stonepeak Catarina Holdings LLC
CENTRAL INDEX KEY: 0001656530
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611229
BUSINESS ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-907-5100
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dorrell Michael B.
CENTRAL INDEX KEY: 0001550758
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611222
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE
STREET 2: 14TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stonepeak GP Investors Manager LLC
CENTRAL INDEX KEY: 0001656524
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611223
BUSINESS ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-907-5100
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sanchez Production Partners LP
CENTRAL INDEX KEY: 0001362705
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 113742489
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1000 MAIN STREET
STREET 2: SUITE 3000
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: (713) 756-2775
MAIL ADDRESS:
STREET 1: 1000 MAIN STREET
STREET 2: SUITE 3000
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER COMPANY:
FORMER CONFORMED NAME: Sanchez Production Partners LLC
DATE OF NAME CHANGE: 20141006
FORMER COMPANY:
FORMER CONFORMED NAME: Constellation Energy Partners LLC
DATE OF NAME CHANGE: 20060808
FORMER COMPANY:
FORMER CONFORMED NAME: Constellation Energy Resources LLC
DATE OF NAME CHANGE: 20060515
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stonepeak Catarina Upper Holdings LLC
CENTRAL INDEX KEY: 0001656529
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33147
FILM NUMBER: 17611228
BUSINESS ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-907-5100
MAIL ADDRESS:
STREET 1: 717 FIFTH AVENUE, 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4/A
1
form4.xml
X0306
4/A
2017-01-25
2017-01-27
0001362705
Sanchez Production Partners LP
SPP
0001656530
Stonepeak Catarina Holdings LLC
717 FIFTH AVENUE, 25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001656529
Stonepeak Catarina Upper Holdings LLC
717 FIFTH AVENUE, 25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001656528
Stonepeak Infrastructure Fund (Orion AIV) LP
717 FIFTH AVENUE, 25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001656527
Stonepeak Associates LLC
717 FIFTH AVENUE, 25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001656526
Stonepeak GP Holdings LP
717 FIFTH AVENUE, 25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001656525
Stonepeak GP Investors LLC
717 FIFTH AVENUE, 25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001656524
Stonepeak GP Investors Manager LLC
717 FIFTH AVENUE, 25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001550758
Dorrell Michael B.
717 FIFTH AVENUE
25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
0001550764
Vichie Trent D
717 5TH AVE
25TH FLOOR
NEW YORK
NY
10022
true
true
See Remarks
Class B Preferred Units
2017-01-25
4
A
0
1704446
A
Common Units
1704446
31000887
D
These Class B Preferred Units (the "Preferred Units") were issued as partial consideration for the Settlement Agreement entered into by and between Stonepeak Catarina Holdings LLC and the Issuer, effective January 25, 2017, as described in the current report on Form 8-K filed by the Issuer on January 27, 2017, and pursuant to which it was agreed that the "Class B Preferred Purchase Price" (as defined in the Second Amended and Restated Agreement of Limited Partnership of the Issuer) for the Preferred Units would be $11.29.
The Preferred Units are convertible into Common Units at any time, at the holder's election, and have no expiration date. Each Preferred Unit is currently convertible into one Common Unit.
On December 6, 2016, pursuant to Section 5.10(g) of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), the Issuer effected a split of the Preferred Units, resulting in Stonepeak Catarina Holdings LLC holding an additional 9,851,996 Preferred Units.
These Preferred Units are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. 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.
Each Reporting Person disclaims beneficial ownership of the Preferred 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 Preferred Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
This amendment to Form 4 is being filed to adjust the Transaction Code to make it clear that the transaction was exempt from Section 16(b) under Rule 16b-3(d) under the Exchange Act. See 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.
/s/ Michael Dorrell
2017-02-14
/s/ Trent Vichie
2017-02-14
EX-99.1
2
efc17-204_ex991.htm