| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 (Limited Partner Interests) | 05/28/2020 | D | 5,915,827 | D | (1) | 0 | I | By SMLP Holdings, LLC(2)(3) | ||
| Common Units (Limited Partner Interests) | 05/28/2020 | D | 45,318,866 | D | (1) | 0 | I | By Summit Midstream Partners, LLC(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On May 28, 2020, pursuant to a purchase agreement, dated as of May 3, 2020, the Issuer purchased (i) all the outstanding limited liability company interests of Summit Midstream Partners, LLC ("Summit Investments"), which is the sole member of Summit Midstream Partners Holdings, LLC ("SMP Holdings"), which in turn owns 45,318,866 common units representing limited partner interests in the Issuer (the "Common Units"), and (ii) 5,915,827 Common Units held by SMLP Holdings, LLC ("SMLP") for a total purchase price of $35 million in cash and warrants to purchase up to 10 million Common Units. As a result of these transactions, Summit Investments became a wholly owned subsidiary of the Issuer. |
| 2. Summit Investments is the sole member of SMP Holdings. Energy Capital Partners II, LLC ("ECP") indirectly controls Energy Capital Partners II, LP ("ECP II"), Energy Capital Partners II-A, LP ("ECP II-A"), Energy Capital Partners II-B IP, LP ("ECP II-B"), Energy Capital Partners II-C (Summit IP), LP ("ECP II-C"), and Energy Capital Partners II (Summit Co-Invest), LP ("ECP Summit Co-Invest" and together with ECP II, ECP II-A, ECP II-B and ECP II-C, the "ECP Funds"). |
| 3. Prior to the transactions reported herein, the ECP Funds owned a majority of the membership interests in Summit Investments and therefore may have been deemed to indirectly beneficially own the Common Units held of record by SMP Holdings. The ECP Funds, other than ECP Summit Co-Invest, hold all of the membership interests in SMLP. Accordingly, each of them, other than ECP Summit Co-Invest, may have been deemed to share beneficially ownership of the Common Units held by SMLP. |
| Remarks: |
| Energy Capital Partners II, LLC, By: /s/ Christopher M. Leininger, Partner and General Counsel | 10/22/2021 | |
| Energy Capital Partners II, LP, By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Christopher M. Leininger, Partner and General Counsel | 10/22/2021 | |
| Energy Capital Partners II-A, LP, By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: Christopher M. Leininger, Partner and General Counsel | 10/22/2021 | |
| Energy Capital Partners II-B IP, LP, By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Christopher M. Leininger, Partner and General Counsel | 10/22/2021 | |
| Energy Capital Partners II-C (Summit IP), LP, By: Energy Capital Partners GP II, LP Its: General Partner By: Energy Capital Partners II, LLC Its: General Partner By: /s/ Christopher M. Leininger, Partner and General Counsel | 10/22/2021 | |
| Energy Capital Partners II (Summit Co-Invest), LP, By: Energy Capital Partners GP II Co- Investment (Summit), LLC Its: General Partner By: Energy Capital Partners II, LLC Its: Managing Member By: /s/ Christopher M. Leininger, Partner and General Counsel | 10/22/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||