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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call Option - Common Units (obligation to sell) | $ 17.88 | 02/27/2015 | S | 1 | 02/27/2015 | 02/27/2017 | Common Units representing limited partner interests | 387,935 | (3) (4) | 1 | I | See Footnotes (1) (2) | |||
| Call Option - Subordinated Units (obligation to sell) | $ 17.88 | 02/27/2015 | S | 1 | 02/27/2015 | 02/27/2017 | Subordinated Units (Limited Partner Interests) (5) | 1,744,909 | (3) (4) | 1 (5) | I | See Footnotes (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Maxwell W Keith III 2105 CITYWEST BLVD., SUITE 100 HOUSTON, TX 77042 |
X | X | ||
| NuDevco Midstream Development, LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 |
X | |||
| NuDevco Partners, LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 |
X | |||
| NuDevco Partners Holdings, LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 |
X | |||
| Marlin IDR Holdings, LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 |
X | |||
| /s/ Eric T. Kalamaras, Attorney-in-fact for W. Keith Maxwell III | 03/02/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric T. Kalamaras, Attorney-in-fact for NuDevco Midstream Development, LLC | 03/02/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric T. Kalamaras, Attorney-in-fact for NuDevco Partners, LLC | 03/02/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric T. Kalamaras, Attorney-in-fact for NuDevco Partners Holdings, LLC | 03/02/2015 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric T. Kalamaras, Attorney-in-fact for Marlin IDR Holdings, LLC | 03/02/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This Form 4 is filed jointly by W. Keith Maxwell III, NuDevco Partners, LLC ("NuDevco Partners"), NuDevco Partners Holdings, LLC ("NuDevco Holdings"), NuDevco Midstream Development, LLC ("NuDevco"), and Marlin IDR Holdings, LLC ("Marlin IDR Holdings") in connection with the entry by NuDevco into that certain option agreement, dated as of February 27, 2015, by and between Azure Midstream Energy LLC ("Azure") and NuDevco (the "Option "Agreement"). |
| (2) | Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Holdings is the sole member of NuDevco. NuDevco is the sole member of Marlin IDR Holdings. Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco and Marlin IDR Holdings are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein. |
| (3) | The Option Agreement was entered into in connection with that certain transaction agreement, dated as of January 14, 2015, by and among Azure, the Issuer, Marlin Midstream GP, LLC (the "General Partner"), Marlin IDR Holdings and NuDevco (the "Transaction Agreement"). Pursuant to the Transaction Agreement, (a) the Issuer amended and restated its partnership agreement (the "Partnership Agreement") to reflect the unitization of all of the Issuer's incentive distribution rights (as unitized, the "IDR Units") and recapitalized the incentive distribution rights owned by Marlin IDR Holdings, LLC into 100 IDR Units; (b) the Issuer redeemed 90 IDR Units held by Marlin IDR Holdings, LLC in exchange for a payment by the Issuer of $63 million to Marlin IDR Holdings, LLC; (continued in Footnote 4) |
| (4) | (c) Azure contributed the Legacy gathering system to the Issuer in exchange for aggregate consideration of $162.5 million, which was paid to Azure in the form of $99.5 million in cash and by the issuance of 90 IDR Units; and (d) Azure purchased from NuDevco all of the outstanding limited liability interests in the General Partner and an option to acquire up 387,935 Common Units and 1,744,909 Subordinated Units of the Issuer held by NuDevco as of the execution date of the Transaction Agreement in exchange for the payment of $7 million in cash to NuDevco. |
| (5) | Pursuant to the Option Agreement, NuDevco is obligated to sell to Azure up to 1,744,909 Subordinated Units. Each Subordinated Unit will convert into one Common Unit at the end of the Subordination Period (as defined in the Partnership Agreement). |