SEC Filing | Summit Midstream Corporation

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SEC FORM 4 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^*

Newby Steven J

(Last)

(First)

(Middle)

C/O SUMMIT MIDSTREAM PARTNERS, LP

1790 HUGHES LANDING BLVD., SUITE 500

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Midstream Partners, LP [ SMLP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See remarks below.

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	03/15/2018		M		53,482	A	⁽¹⁾	92,294	D
Common Units	03/15/2018		F		5,192	D	$15.25	87,102	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units (DCP)	⁽²⁾	03/15/2018		A		6,239		⁽²⁾	⁽²⁾	Common Units	6,239	$0.00	12,478	D
Phantom Units	⁽¹⁾	03/15/2018		M			12,667	⁽³⁾	⁽⁴⁾	Common Units	12,667	$0.00	0	D
Distribution Equivalent Rights	$6.885	03/15/2018		D			12,667	⁽³⁾	⁽⁴⁾	Common Units	12,667	$0.00	0	D
Phantom Units (DCP)	⁽⁵⁾	03/15/2018		A		12,990		⁽⁵⁾	⁽⁵⁾	Common Units	12,990	$0.00	25,980	D
Phantom Units	⁽¹⁾	03/15/2018		M			26,371	⁽⁶⁾	⁽⁴⁾	Common Units	26,371	$0.00	39,361	D
Distribution Equivalent Rights	$4.6	03/15/2018		D			26,371	⁽⁶⁾	⁽⁴⁾	Common Units	26,371	$0.00	0	D
Phantom Units (DCP)	⁽⁷⁾	03/15/2018		A		14,445		⁽⁷⁾	⁽⁷⁾	Common Units	14,445	$0.00	14,445	D
Phantom Units	⁽¹⁾	03/15/2018		M			14,444	⁽⁸⁾	⁽⁴⁾	Common Units	14,444	$0.00	57,777	D
Distribution Equivalent Rights	$2.3	03/15/2018		D			14,444	⁽⁸⁾	⁽⁴⁾	Common Units	14,444	$0.00	0	D
Phantom Units	⁽¹⁾	03/15/2018		A		101,639		⁽⁹⁾	⁽⁴⁾	Common Units	101,639	$0.00	101,639	D

Explanation of Responses:

1. Each phantom unit is the economic equivalent of one common unit.

2. Under the terms of the Summit Midstream Partners, LLC Deferred Compensation Plan (DCP), the Reporting Person has elected to defer a portion of his phantom units (and the accrued DERs) associated with his March 15, 2015 award, and will be entitled to a distribution in Common Units or cash, as determined by the company, upon termination of employment. The Reporting Person is entitled to DERs, providing for payment equal to the distributions from and after grant date of the phantom units.

3. The final one-third of the phantom units subject to the original award agreement vested on March 15, 2018, on the third anniversary of the March 15, 2015 grant date. The Reporting Person received distribution equivalent rights (DERs) for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

4. The phantom units and associated DERs do not expire. The phantom units are settled upon vesting in common units (on a one-for-one basis) or in cash, at the discretion of the Issuer.

5. Under the terms of the Summit Midstream Partners, LLC Deferred Compensation Plan (DCP), the Reporting Person has elected to defer a portion of his phantom units (and the accrued DERs) associated with his March 15, 2016 award, and will be entitled to a distribution in Common Units or cash, as determined by the company, upon termination of employment. The Reporting Person is entitled to DERs, providing for payment equal to the distributions from and after grant date of the phantom units.

6. One-third of the phantom units subject to the original award agreement vested on March 15, 2018, with the final one-third of the phantom units subject to vesting on the third anniversary of the March 15, 2016 grant date, subject to continued employment. The Reporting Person received distribution equivalent rights (DERs) for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

7. Under the terms of the Summit Midstream Partners, LLC Deferred Compensation Plan (DCP), the Reporting Person has elected to defer a portion of his phantom units (and the accrued DERs) associated with his March 15, 2017 award, and will be entitled to a distribution in Common Units or cash, as determined by the company, upon termination of employment. The Reporting Person is entitled to DERs, providing for payment equal to the distributions from and after grant date of the phantom units.

8. One-third of the phantom units subject to the original award agreement vested on March 15, 2018, with the remaining phantom units subject to vesting on the second and third anniversaries of the March 15, 2017 grant date, subject to continued employment. The Reporting Person received DERs for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

9. One-third of the phantom units (rounded down to the nearest whole number of units, except in the case of the final vesting date) shall vest on each of the first, second and third anniversaries of the Grant Date (March 15, 2018), subject to continued employment and accelerated vesting as provided in the applicable award agreement. The Reporting Person will receive distribution equivalent rights for each phantom unit, providing for payment on the vesting date of a lump sum of cash equal to the accrued distributions from and after the grant date of the phantom units.

Remarks:

The Reporting Person is President and Chief Executive Officer of Summit Midstream GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the directors and executive officers of the General Partner.

	/s/ Brock M. Degeyter, Attorney-in-Fact for Steven J. Newby	03/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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