0001144204-16-122334.txt : 20160831 0001144204-16-122334.hdr.sgml : 20160831 20160831172227 ACCESSION NUMBER: 0001144204-16-122334 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160831 DATE AS OF CHANGE: 20160831 GROUP MEMBERS: ENERGY SPECTRUM CAPITAL VI LP GROUP MEMBERS: ENERGY SPECTRUM PARTNERS VI LP GROUP MEMBERS: ENERGY SPECTRUM VI LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Midstream Partners, LP CENTRAL INDEX KEY: 0001513965 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 270855785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86360 FILM NUMBER: 161863979 BUSINESS ADDRESS: STREET 1: 2103 CITY WEST BLVD., BLDG 4 STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (713) 815-3900 MAIL ADDRESS: STREET 1: 2103 CITY WEST BLVD., BLDG 4 STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Energy Spectrum Securities Corp CENTRAL INDEX KEY: 0001526581 IRS NUMBER: 752810665 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5956 SHERRY LN STE 900 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-987-6100 MAIL ADDRESS: STREET 1: 5956 SHERRY LN STE 900 CITY: DALLAS STATE: TX ZIP: 75225 SC 13D/A 1 v448181_sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 6)

American Midstream Partners, LP

(Name of Issuer)

Common Units

(Title of Class of Securities)

02752P100

(CUSIP Number)

James P. Benson, 5956 Sherry Lane, Suite 900

Dallas, TX 75225, (214) 987-6100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 30, 2016

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP: 02752P100	13D
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1	names of reporting persons Energy Spectrum Securities Corporation
2	check the appropriate box if a member of a group (A) ¨ (B) ¨
3	sec use only
4	source of funds OO
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	citizenship or place of organization Texas
number of shares beneficially owned by each reporting person with		7	sole voting power -
		8	shared voting power -
		9	sole dispositive power -
		10	shared dispositive power -
11	aggregate amount beneficially owned by each reporting person -
12	check box if the aggregate amount in row (11) excludes certain shares ¨
13	percent of class represented by amount in row (11) 0.0%*
14	type of reporting person CO

* Based on the 31,154,636 common units of the Issuer (“Common Units”) outstanding as of August 5, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2016.

CUSIP: 02752P100	13D
	3 of 8

1	names of reporting persons Energy Spectrum VI LLC
2	check the appropriate box if a member of a group (A) ¨ (B) ¨
3	sec use only
4	source of funds OO
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	citizenship or place of organization Texas
number of shares beneficially owned by each reporting person with		7	sole voting power -
		8	shared voting power -
		9	sole dispositive power -
		10	shared dispositive power -
11	aggregate amount beneficially owned by each reporting person -
12	check box if the aggregate amount in row (11) excludes certain shares ¨
13	percent of class represented by amount in row (11) 0.0%*
14	type of reporting person OO

* Based on the 31,154,636 common units of the Issuer (“Common Units”) outstanding as of August 5, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2016.

CUSIP: 02752P100	13D
	4 of 8

1	names of reporting persons Energy Spectrum Capital VI LP
2	check the appropriate box if a member of a group (A) ¨ (B) ¨
3	sec use only
4	source of funds OO
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	citizenship or place of organization Delaware
number of shares beneficially owned by each reporting person with		7	sole voting power -
		8	shared voting power -
		9	sole dispositive power -
		10	shared dispositive power -
11	aggregate amount beneficially owned by each reporting person -
12	check box if the aggregate amount in row (11) excludes certain shares ¨
13	percent of class represented by amount in row (11) 0.0%*
14	type of reporting person PN

* Based on the 31,154,636 common units of the Issuer (“Common Units”) outstanding as of August 5, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2016.

CUSIP: 02752P100	13D
	5 of 8

1	names of reporting persons Energy Spectrum Partners VI LP
2	check the appropriate box if a member of a group (A) ¨ (B) ¨
3	sec use only
4	source of funds OO
5	check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	citizenship or place of organization Delaware
number of shares beneficially owned by each reporting person with		7	sole voting power -
		8	shared voting power -
		9	sole dispositive power -
		10	shared dispositive power -
11	aggregate amount beneficially owned by each reporting person -
12	check box if the aggregate amount in row (11) excludes certain shares ¨
13	percent of class represented by amount in row (11) 0.0%*
14	type of reporting person PN

* Based on the 31,154,636 common units of the Issuer (“Common Units”) outstanding as of August 5, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 8, 2016.

CUSIP: 02752P100	13D
	6 of 8

ITEM 1.

SECURITY AND ISSUER.

This statement on this Amendment No. 6 to Schedule 13D amends and supplements the Statement on Schedule 13D filed on October 14, 2014, as amended by the statement on Schedule 13D/A filed on February 23, 2016, as amended by the statement on Schedule 13D/A filed on July 14, 2016, as amended by the statement of Schedule 13D/A filed on August 1, 2016, as amended by the statement of Schedule 13D/A filed on August 17, 2016, as amended by the statement of Schedule 13D/A filed on August 26, 2016 (as amended, this “Schedule 13D”), filed with respect to common units (“Common Units”) of American Midstream Partners, LP (the “Issuer”). The Issuer’s principal executive offices are located at 1400 16th Street, Suite 310, Denver, CO 80202.

ITEM 2.

IDENTITY AND BACKGROUND.

No changes or amendments to Item 2.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

No changes or amendments to Item 3.

ITEM 4.

PURPOSE OF TRANSACTION.

No changes or amendments to Item 4.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a), (b) and (c) are hereby amended and restated in their entireties as follows:

(a) As of the date hereof, the Reporting Persons may be deemed to be the direct or indirect beneficial owners of 0 Common Units, representing approximately 0.0% of the Issuer’s outstanding Common Units. The calculation of beneficial ownership percentage is based on a total number of issued and outstanding Common Units of 31,154,636 (which is the number of shares listed as outstanding under the Issuer’s most recent 10-Q). The Management Persons do not beneficially own any Common Units.

Other than as set forth above, the Reporting Persons and Management Persons are not the beneficial owners of any Common Units individually.

(b) The Reporting Persons have sole power to vote and dispose of 0 Common Units.

(c) Pursuant to the terms of a Distribution Agreement, dated July 8, 2016, by and between ESP and Raymond James & Associates, Inc., since the most recent Schedule 13D filing ESP has sold Common Units on the New York Stock Exchange as more fully described in the table below.

Date	Number of Common Units	Average Price Per Unit
August 26, 2016	120,924	$12.0037
August 29, 2016	135,042	$12.0919
August 30, 2016	2,526,078	$12.0001

CUSIP: 02752P100	13D
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ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

No changes or amendments to Item 6.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

No changes or amendments to Item 7.

CUSIP: 02752P100	13D
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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: August 31, 2016

	ENERGY SPECTRUM SECURITIES CORPORATION


	By:	/s/ James P. Benson
	Name:	James P. Benson
	Title:	Vice President

	ENERGY SPECTRUM VI LLC


	By:	/s/ James P. Benson
	Name:	James P. Benson
	Title:	Managing Director

	ENERGY SPECTRUM CAPITAL VI LP

	By:	Energy Spectrum VI LLC,
		its general partner

	By:	/s/ James P. Benson
	Name:	James P. Benson
	Title:	Managing Director

	ENERGY SPECTRUM PARTNERS VI LP

	By:	Energy Spectrum Capital VI LP,
		its general partner

	By:	/s/ James P. Benson
	Name:	James P. Benson
	Title:	Managing Director