Sec Form 4 Filing - First Reserve GP XI, Inc. @ Crestwood Equity Partners LP - 2021-03-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person First Reserve GP XI, Inc. 2. Issuer Name and Ticker or Trading Symbol Crestwood Equity Partners LP [ CEQP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 290 HARBOR DRIVE, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2021 (Street) STAMFORD, CT06902 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/30/2021 S 6,000,000 D $ 22 3,985,462 I See footnotes ( 1 ) ( 3 ) ( 4 ) Common Units 03/30/2021 S 3,985,462 D 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) Common Units 03/30/2021 S 7,484,449 D 0 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other First Reserve GP XI, Inc. 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD, CT06902 X X First Reserve GP XI, L.P. 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD, CT06902 X X FR Midstream Holdings LLC 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD, CT06902 X X FR XI CMP Holdings LLC 290 HARBOR DRIVE, FIFTH FLOOR STAMFORD, CT06902 X X Crestwood Holdings Partners, LLC 811 MAIN STREET, SUITE 3400 HOUSTON, TX77002 X X FR Crestwood Management Co-Investment LLC 811 MAIN STREET, SUITE 3400 HOUSTON, TX77002 X X Crestwood Holdings LLC 811 MAIN STREET, SUITE 3400 HOUSTON, TX77002 X X Signatures FIRST RESERVE GP XI, INC., By: /s/ Gary D. Reaves, Name: Gary D. Reaves, Title: Managing Director 04/01/2021 Signature of Reporting Person Date FIRST RESERVE GP XI, L.P., By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves, Name: Gary D. Reaves, Title: Managing Director 04/01/2021 Signature of Reporting Person Date FR MIDSTREAM HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves,Name: Gary D. Reaves, Title: Managing Director 04/01/2021 Signature of Reporting Person Date FR XI CMP HOLDINGS LLC, By: First Reserve GP XI, L.P., its managing member, By: First Reserve GP XI, Inc., its general partner, By: /s/ Gary D. Reaves,Name: Gary D. Reaves, Title: Managing Director 04/01/2021 Signature of Reporting Person Date CRESTWOOD HOLDINGS PARTNERS, LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer 04/01/2021 Signature of Reporting Person Date FR CRESTWOOD MANAGEMENT CO-INVESTMENT LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer 04/01/2021 Signature of Reporting Person Date CRESTWOOD HOLDINGS LLC, By: /s/ Joel C. Lambert, Name: Joel C. Lambert, Title: Executive Vice President, Chief Legal, Safety & Compliance Officer 04/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects Common Units held directly by Crestwood Gas Services Holdings LLC ("Gas Services Holdings"). ( 2 )Reflects Common Units held directly by Crestwood Holdings LLC ("Crestwood Holdings"). ( 3 )Prior to the closing of the transaction described in Footnote (5) below, Gas Services Holdings' sole member was Crestwood Holdings, whose sole member is FR Crestwood Management Co-Investment LLC, whose controlling member is Crestwood Holdings Partners, LLC, whose controlling member is FR XI CMP Holdings LLC, whose sole member is FR Midstream Holdings LLC, whose manager is First Reserve GP XI, L.P., whose general partner is First Reserve GP XI, Inc. ("FR GP Inc."). ( 4 )Does not include 438,789 Subordinated Units. The Subordinated Units may be converted into Common Units on a one-for-one basis upon the termination of the subordination period as set forth in the Issuer Partnership Agreement. ( 5 )In a transaction that closed on March 30, 2021, (i) all of the outstanding limited liability company interests of Crestwood Marcellus Holdings LLC, a wholly owned subsidiary of Crestwood Holdings, (ii) all of the outstanding limited liability company interests of Gas Services Holdings, which owns (x) 1% of the outstanding limited partner interests in Crestwood Holdings LP ("CHLP"), (y) 3,985,462 Common Units of the Issuer after the sale reported above, and (z) 438,789 Subordinated Units of the Issuer, and (iii) 7,484,449 Common Units directly held by Crestwood Holdings, were sold by Crestwood Holdings to the Issuer, and (b) on or before the 180th day after March 30, 2021, 99% of the outstanding limited partner interests and all of the outstanding general partner interests of CHLP, which owns all of the outstanding limited liability company interests in the Issuer's general partner, will be transferred from Crestwood Holdings to the Issuer. ( 6 )The purchase price for the transaction described in Footnote (5) above is an amount equal to $268,000,000. After the closing of the transaction described in Footnote (5) above, Gas Services Holdings directly holds 3,985,462 Common Units and 438,789 Subordinated Units of the Issuer. However, the Reporting Persons no longer have any pecuniary interest in the securities held by Gas Services Holdings.

Remarks: The Reporting Persons disclaim beneficial ownership of the securities reported on this Form 4 except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

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.