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*
Niska Sponsor Holdings Cooperatief U.A.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 2500

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Niska Gas Storage Partners LLC [ NKA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2010
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
Common Units 06/11/2010 A 2,625,000(2) A (2) 16,304,745 I See Footnote(1)
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
1. Name and Address of Reporting Person*
Niska Sponsor Holdings Cooperatief U.A.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 2500

(Street)
HOUSTON TX 77002

(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*
Niska GS Holdings Canada, L.P.

(Last) (First) (Middle)
1001 FANNIN STREET, SUITE 2500

(Street)
HOUSTON TX 77002

(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*
Carlyle/Riverstone Energy Partners III, L.P.

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(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*
C/R Energy GP III, LLC

(Last) (First) (Middle)
712 FIFTH AVENUE
51ST FLOOR

(Street)
NEW YORK NY 10019

(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. As of June 11, 2010, Niska Sponsor Holdings Cooperatief U.A. ("Sponsor Holdings") directly owned 48.2% of the common units, 100% of the subordinated units and 100% of the incentive distribution rights in Niska Gas Storage Partners LLC (the "Company"). It also indirectly owned, through Niska Gas Storage Management LLC, a 2% managing member interest in the Company. All other reporting persons' ownership was indirect through Sponsor Holdings.
2. Pursuant to the Contribution, Assignment and Assumption Agreement with the Company, Sponsor Holdings received 2,625,000 common units of the Company on June 11, 2010.
/s/ E. Bartow Jones, Board of Managers, on behalf of Niska Sponsor Holdings Cooperatief U.A. 06/15/2010
/s/ E. Bartow Jones, Board of Supervisors, on behalf of Niska GS Holdings Canada, L.P. 06/15/2010
/s/ Pierre F. Lapeyre, Jr., Authorized Signatory, on behalf of Carlyle/Riverstone Energy Partners III, L.P. 06/15/2010
/s/ Pierre F. Lapeyre, Jr., Authorized Signatory, on behalf of C/R Energy GP III, LLC 06/15/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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