0001179110-17-004332.txt : 20170309 0001179110-17-004332.hdr.sgml : 20170309 20170309171001 ACCESSION NUMBER: 0001179110-17-004332 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170308 FILED AS OF DATE: 20170309 DATE AS OF CHANGE: 20170309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JP Energy Partners LP CENTRAL INDEX KEY: 0001523404 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM BULK STATIONS & TERMINALS [5171] IRS NUMBER: 272504700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 EAST LAS COLINAS BLVD. STREET 2: SUITE 2000 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-444-0300 MAIL ADDRESS: STREET 1: 600 EAST LAS COLINAS BLVD. STREET 2: SUITE 2000 CITY: IRVING STATE: TX ZIP: 75039 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Revers Daniel R CENTRAL INDEX KEY: 0001405456 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36647 FILM NUMBER: 17679302 MAIL ADDRESS: STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON ST., 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARCLIGHT ENERGY PARTNERS FUND V, L.P. CENTRAL INDEX KEY: 0001502553 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36647 FILM NUMBER: 17679303 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6175316300 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ArcLight Capital Holdings, LLC CENTRAL INDEX KEY: 0001441290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36647 FILM NUMBER: 17679304 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 617-531-6300 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ArcLight Capital Partners, LLC CENTRAL INDEX KEY: 0001502945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36647 FILM NUMBER: 17679305 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6175316300 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magnolia Infrastructure Holdings, LLC CENTRAL INDEX KEY: 0001673060 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36647 FILM NUMBER: 17679306 BUSINESS ADDRESS: STREET 1: 200 CLARENDON ST., 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-531-6300 MAIL ADDRESS: STREET 1: 200 CLARENDON ST., 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 4 1 edgar.xml FORM 4 - X0306 4 2017-03-08 1 0001523404 JP Energy Partners LP JPEP 0001673060 Magnolia Infrastructure Holdings, LLC 200 CLARENDON STREET BOSTON MA 02117 1 0 1 1 See Footnotes 2 and 3 0001502945 ArcLight Capital Partners, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02117 0 0 1 0 0001441290 ArcLight Capital Holdings, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02117 0 0 1 0 0001502553 ARCLIGHT ENERGY PARTNERS FUND V, L.P. 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02117 0 0 1 0 0001405456 Revers Daniel R 200 CLARENDON STREET 55TH FLOOR BOSTON MA 02116 1 0 0 0 COMMON UNITS (LIMITED PARTNER INTERESTS) 2017-03-08 4 D 0 3674187 D 0 D SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) 2017-03-08 4 D 0 14992654 D Common Units 14992654 0 D Converted into common units of American Midstream Partners, LP ("AMID") in connection with the merger of the issuer into a wholly-owned subsidiary of AMID effective on March 8, 2017 (the "Merger"). On March 7, 2017, the last trading day of the issuer's common units, the closing price of issuer common units was $9.44 per unit and the closing price of AMID's common units was $16.45 per unit. Each issuer common unit outstanding held by the reporting person was converted into 0.5225 AMID common units at the effective time of the Merger. This Form 4 is filed jointly by Magnolia Infrastructure Holdings, LLC ("Magnolia", as successor by merger to AL Lonestar, LLC, as successor by merger to Lonestar Midstream Holdings, LLC), ArcLight Capital Partners, LLC ("ArcLight Partners"), ArcLight Capital Holdings, LLC ("ArcLight Holdings"), ArcLight Energy Partners Fund V, L.P. ("ArcLight Fund V" and together with ArcLight Partners and ArcLight Holdings, the "ArcLight Entities") and Daniel R. Revers. Prior to the closing of the Merger, Magnolia owned 100% of the interests in JP Energy GP II LLC, the issuer's general partner (the "General Partner"), and was deemed to indirectly beneficially own the securities held by the General Partner, but disclaimed beneficial ownership except to the extent of its pecuniary interest therein. (Continued in Footnote 3) (Continued from Footnote 2) The General Partner holds a non-economic general partner interest in the issuer. Prior to the closing of the Merger, ArcLight Fund V owned and controlled, through one of its wholly owned subsidiaries, Magnolia, and therefore may have been deemed to indirectly beneficially own the securities held directly and indirectly by Magnolia. Mr. Revers is a director of the General Partner and is managing partner of ArcLight Partners. ArcLight Partners is the investment manager of, and ArcLight Holdings is the managing partner of the general partner of, ArcLight Fund V. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Partners' investment committee, he may be deemed to indirectly beneficially own the units held by Magnolia. Each of the ArcLight Entities and Mr. Revers disclaims beneficial ownership of the securities held directly or indirectly by Magnolia except to the extent of their respective pecuniary interests therein. Each subordinated unit is the economic equivalent of one common unit. Each subordinated unit outstanding held by the reporting person was converted into the right to receive 0.5225 AMID common units at the effective time of the Merger. /s/ Daniel R. Revers, Magnolia Infrastructure Holdings, LLC, By: Arclight Energy Partners Fund V, LP, its managing member, By: ArcLight PEF GP V, its general partner, By: Arclight Capital Holdings, its manager, By: Daniel R. Revers, Managing Partner 2017-03-09 /s/ Daniel R. Revers, Arclight Capital Partners, LLC, By: Daniel R. Revers, Managing Partner 2017-03-09 /s/ Daniel R. Revers, Arclight Capital Holdings, LLC, By: Daniel R. Revers, Managing Partner 2017-03-09 /s/ Daniel R. Revers, Arclight Energy Partners Fund V, LP, By: ArcLight PEF GP V, its general partner, By: Arclight Capital Holdings, its manager, By: Daniel R. Revers, Managing Partner 2017-03-09 /s/ Daniel R. Revers 2017-03-09