Sec Form 4 Filing - First Reserve GP XIII Ltd @ Crestwood Equity Partners LP - 2023-11-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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 XIII Ltd
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)
262 HARBOR DRIVE, THIRD FLOOR,, SUITE 3100
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2023
(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 11/03/2023 D( 1 ) 11,275,546 ( 2 ) D 0 I See footnote ( 2 )
Common Units 11/03/2023 D( 1 ) 914 ( 3 ) D 0 I See footnote ( 3 )
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 XIII Ltd
262 HARBOR DRIVE, THIRD FLOOR,
SUITE 3100
STAMFORD, CT06902
X X
First Reserve GP XIII, L.P.
262 HARBOR DRIVE, THIRD FLOOR
SUITE 3100
STAMFORD, CT06902
X X
FR XIII Crestwood Permian Basin Holdings LLC
262 HARBOR DRIVE, THIRD FLOOR
SUITE 3100
STAMFORD, CT06902
X X
FR XIII Charlie AIV, L.P.
262 HARBOR DRIVE, THIRD FLOOR
SUITE 3100
STAMFORD, CT06902
X X
Signatures
FIRST RESERVE GP XIII LIMITED, By: /s/ Erica H. Radcliffe, Name: Erica H. Radcliffe, General Counsel & Chief Compliance Officer 11/07/2023
Signature of Reporting Person Date
FIRST RESERVE GP XIII, L.P., By: First Reserve GP XIII Limited, its general partner, By: /s/ Erica H. Radcliffe, Name: Erica H. Radcliffe, General Counsel & Chief Compliance Officer 11/07/2023
Signature of Reporting Person Date
FR XIII CRESTWOOD PERMIAN BASIN HOLDINGS LLC, By: FR XIII Charlie AIV, L.P., its man. mem., By: First Reserve GP XIII, L.P., its GP, By: First Reserve GP XIII Limited, its GP, By: /s/ Erica H. Radcliffe, Name: Erica H. Radcliffe, General Counsel & CCO 11/07/2023
Signature of Reporting Person Date
FR XIII CHARLIE AIV, L.P. By: First Reserve GP XIII, L.P., its general partner, By: First Reserve GP XIII Limited, its general partner, By: /s/ Erica H. Radcliffe, Name: Erica H. Radcliffe, General Counsel & Chief Compliance Officer 11/07/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to and in connection with that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 16, 2023, by and among Energy Transfer LP, ("Energy Transfer"), Pachyderm Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer ("Merger Sub"), the Issuer, and, solely for the purposes set forth therein, LE GP, LLC, the sole general partner of Energy Transfer, the Issuer merged with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving entity. As a result of the Merger, each of these common units representing Issuer limited partner interests ("Crestwood Common Units") were converted into the right to receive 2.07 common units representing limited partner interests in Energy Transfer.
( 2 )Represents Crestwood Common Units that were held directly by FR XIII Crestwood Permian Basin Holdings LLC ("First Reserve XIII"). This form is filed jointly by First Reserve GP XIII Limited, First Reserve GP XIII, L.P., First Reserve XIII and FR XIII Charlie AIV, L.P. FR XIII Charlie AIV, L.P. is the managing member of First Reserve XIII. First Reserve GP XIII, L.P. is the general partner of Charlie AIV, L.P. First Reserve GP XIII Limited is the general partner of First Reserve GP XIII, L.P. Mr. Reaves is a Managing Director and member of the Board of Directors of First Reserve GP XIII Limited. Each of First Reserve GP XIII Limited, First Reserve GP XIII, L.P., First Reserve XIII and FR XIII Charlie AIV, L.P. may have been deemed to be a director by deputization of the Issuer.
( 3 )Represents restricted units that were held by Mr. Reaves, a Managing Director and member of the Board of Directors of First Reserve GP XIII Limited. Mr. Reaves held these securities for the benefit of one or more of the reporting persons and/or certain of their affiliates or certain of the funds they manage.

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.