0001568939-16-000002.txt : 20160623 0001568939-16-000002.hdr.sgml : 20160623 20160623163551 ACCESSION NUMBER: 0001568939-16-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160603 FILED AS OF DATE: 20160623 DATE AS OF CHANGE: 20160623 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: Jampel James M CENTRAL INDEX KEY: 0001672471 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 161728951 MAIL ADDRESS: STREET 1: 300 WASHINGTON STREET, SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HITE MLP Advantage LP CENTRAL INDEX KEY: 0001559404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 161728952 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER, SUITE 308 STREET 2: 300 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-431-4360 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER, SUITE 308 STREET 2: 300 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HITE MLP LP CENTRAL INDEX KEY: 0001519590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 161728953 BUSINESS ADDRESS: STREET 1: 300 WASHINGTON STREET STREET 2: SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-431-4360 MAIL ADDRESS: STREET 1: 300 WASHINGTON STREET STREET 2: SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HITE Hedge QP LP CENTRAL INDEX KEY: 0001617140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 161728954 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER, SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-431-4360 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER, SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HITE Hedge LP CENTRAL INDEX KEY: 0001496278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 161728955 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-821-4945 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HITE Hedge Asset Management LLC CENTRAL INDEX KEY: 0001568939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 161728956 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 203-464-0066 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 308 CITY: NEWTON STATE: MA ZIP: 02458 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2016-06-03 0 0001362705 Sanchez Production Partners LP SPP 0001568939 HITE Hedge Asset Management LLC ONE GATEWAY CENTER, 300 WASHINGTON ST. SUITE 308 NEWTON MA 02458 0 0 0 1 Manager 0001496278 HITE Hedge LP ONE GATEWAY CENTER, 300 WASHINGTON ST. SUITE 308 NEWTON MA 02458 0 0 1 0 0001617140 HITE Hedge QP LP ONE GATEWAY CENTER, 300 WASHINGTON ST. SUITE 308 NEWTON MA 02458 0 0 1 0 0001519590 HITE MLP LP ONE GATEWAY CENTER,300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 1 0 0001559404 HITE MLP Advantage LP ONE GATEWAY CENTER, SUITE 308 300 WASHINGTON STREET NEWTON MA 02458 0 0 1 0 0001672471 Jampel James M ONE GATEWAY CENTER,300 WASHINGTON STREET SUITE 308 NEWTON MA 02458 0 0 0 1 Manager Cash Settled Equity Swaps 0 2016-06-03 2016-06-03 4 S 1 1061 10.32 D 2016-12-31 2016-12-31 Sanchez Production Partners 1061 167939 I See Footnotes (1)(2)(3)(4)(5) Cash Settled Equity Swaps 0 2016-06-09 2016-06-09 4 S 1 1400 10.24 D 2016-12-31 2016-12-31 Sanchez Production Partners 1400 166539 I See Footnotes (1)(2)(3)(4)(5) Cash Settled Equity Swaps 0 2016-06-23 2016-06-23 4 S 1 700 10.04 D 2016-12-31 2016-12-31 Sanchez Production Partners 700 165839 I See Footnotes (1)(2)(3)(4)(5) The securities disclosed in this Form 4 may be deemed indirectly beneficially owned by HITE Hedge Asset Management LLC. The securities are directly held by HITE Hedge LP,HITE MLP LP,HITE Hedge QP LP, and HITE MLP Advantage LP (collectively, the "HITE Funds"), for which HITE Hedge Asset Management LLC is the investment adviser. Mr. Jampel serves as Managing Member of HITE Hedge Asset Management LLC. (Continued from footnote 1) Each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed to be the indirect beneficial owners of such Common Units held by the HITE Funds by virtue of their direct and indirect control of the HITE Funds. (continued from footnote 2) The reporting Persons are filing this report because each of the Reporting Persons is a member of a Section 13(g) group with HITE Hedge Asset Management LLC as disclosed in a Schedule 13G filed on behalf of the Reporting Persons on April 22, 2016. As of April 22, 2016, the members of this Section 13(g) group collectively owned more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of his or its pecuniary interest therein. The number of Common Units reported herein does not include an additional aggregate 204,074 common units HITE believes the Reporting Persons are entitled to receive pursuant to the terms of the Issuer's Amended and Restated Agreement of LImited Partnership, dated as of August 3, 2015. The Reporting Persons are in discussions with the Issuer about their entitlement to these Common Units. In addition to the Common Units reported herein,two other funds (HITE Hedge Offshore, Ltd., HITE MLP Caymans, Ltd.) for which HITE serves as investment adviser have exposure to 169,000 units (165,839 after the sales) through cash-settled equity swaps (the "Equity Swaps") under which its profit will be based upon any increase in value in the common units and its loss will be based upon any decrease in the value of the common units over the term of the transactions. The Equity Swaps may only be settled in cash and do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any common units and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any common units that may be referenced in the swap contracts or other securities or financial instruments that may be held from time to time by any counterparty to the contracts. HITE Hedge Asset Management LLC By: /s/ James M. Jampel, Managing Member 2016-06-23 HITE Hedge LP, By: HITE Hedge Capital LP, its General Partner. By: HITE Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 2016-06-23 HITE MLP LP, By: HITE Hedge Capital LP, its General Partner. By: HITE Hedge Capital LLC, its General Partner, By: /s/James M. Jampel, Manager 2016-06-23 HITE Hedge QP LP, By: HITE Hedge Capital LP, its General Partner. By: Hite Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 2016-06-23 HITE MLP Advantage LP, By: HITE Hedge Capital LP, its General Partner. By: Hite Hedge Capital LLC, its General Partner, By: /s/ James M. Jampel, Manager 2016-06-23 /s/ James M. Jampel 2016-06-23