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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ARCLIGHT ENERGY PARTNERS FUND V, L.P. (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol American Midstream Partners, LP [ AMID ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) X Other (specify below) SEE REMARKS
	3. Date of Earliest Transaction (Month/Day/Year) 04/25/2016
	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

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
Series C Convertible Preferred Units	(1)	04/25/2016		P(1)		8,571,429		(1)	(1)	Common Units	8,571,429	$14	8,571,429	I	See Footnote(2)
Warrant	$7.25	04/25/2016		P(3)		800,000		04/25/2016	04/25/2023	Common Units	800,000	(3)	800,000	I	See Footnote(2)

1. Name and Address of Reporting Person* ARCLIGHT ENERGY PARTNERS FUND V, L.P. (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) SEE REMARKS

1. Name and Address of Reporting Person* American Midstream GP, LLC (Last) (First) (Middle) ATTENTION: WILLIAM B. MATHEWS 1400 16TH STREET, SUITE 310 (Street) DENVER CO 80202 (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* ArcLight Capital Holdings, LLC (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (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* ArcLight Capital Partners, LLC (Last) (First) (Middle) 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (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* Revers Daniel R (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (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* Magnolia Infrastructure Holdings, LLC (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (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* Magnolia Infrastructure Partners, LLC (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (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* High Point Infrastructure Partners, LLC (Last) (First) (Middle) C/O ARCLIGHT CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 55TH FLOOR (Street) BOSTON MA 02117 (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. Represents Series C Convertible Preferred Units (the "Series C Units") purchased by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"). The Series C Units have no expiration date and are convertible into common units of the Issuer at anytime at the holder's election, initially on a one-for-one basis, subject to anti-dilution and certain other adjustments. Subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series C Units to the Issuer.

2. ArcLight Energy Partners Fund V, L.P. ("Fund V") directly owns Magnolia Holdings.

3. As an inducement to enter into that certain Securities Purchase Agreement, dated April 25, 2016, the Issuer has agreed to issue to Magnolia Holdings a warrant to purchase up to 800,000 Common Units of the Issuer (subject to adjustment in accordance with the warrant) at an exercise price of $7.25 per Common Unit.

Remarks:

ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and Fund V, the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V directly owns Busbar II, LLC ("Busbar") and Magnolia Holdings, which owns Magnolia Infrastructure Partners, LLC ("Magnolia"). Fund V, through indirectly controlled subsidiaries, also owns approximately 90% of the ownership interest in High Point Infrastructure Partners, LLC ("HPIP"), which in turn owns 95% of American Midstream GP, LLC (the "General Partner"). As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

	/s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President	04/27/2016
	/s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, By: Daniel R. Revers, President	04/27/2016
	/s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President	04/27/2016
	/s/ William B. Mathews, AMERICAN MIDSTREAM GP, LLC, By: William B. Mathews, Senior Vice President	04/27/2016
	/s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner	04/27/2016
	/s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner	04/27/2016
	/s/ Daniel R. Revers, ARCLIGHT ENERGY PARTNERS FUND V, L.P., By: ArcLight PEF GP V, LLC, its General Partner, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner	04/27/2016
	/s/ Daniel R. Revers	04/27/2016
	** Signature of Reporting Person	Date
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