Sec Form 4 Filing - SHERMAN JOHN J @ Crestwood Equity Partners LP - 2023-11-03

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
SHERMAN JOHN J
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
811 MAIN STREET SUITE 3400
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2023
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 38,238 D 0 D
Common Units 11/03/2023 D 96,407 D 0 I Trustee of the John J. Sherman 2005 Grantor Retained Annuity Trust I.
Common Units 11/03/2023 D 3,110,818 D 0 I Trustee and sole beneficiary of the John J. Sherman Revocable Trust.
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
SHERMAN JOHN J
811 MAIN STREET SUITE 3400
HOUSTON, TX77002
X
Signatures
/s/ Judy Riddle, attorney-in-fact for John J. Sherman 11/07/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 3, 2023 (the "Closing Date"), pursuant to the Agreement and Plan of Merger, dated as of August 16, 2023 (the "Merger Agreement"), by and among the Issuer, Energy Transfer LP ("Energy Transfer"), Pachyderm Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer ("Merger Sub"), and, solely for the purposes set forth therein, LE GP, LLC, the Issuer merged with and into Merger Sub, with Merger Sub surviving as a direct wholly owned subsidiary of Energy Transfer (the "Merger").
( 2 )Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the "Effective Time"), each outstanding restricted unit of the Issuer that was granted on or after January 1, 2023 (each, a "2023 Issuer Restricted Unit") converted into the right to receive the common unit merger consideration (as defined below), subject to the same restrictions and other terms and conditions (including as to vesting and forfeiture and any so-called "double-trigger" protection) that were applicable to such 2023 Issuer Restricted Unit immediately prior to such conversion. The average closing price of a common unit representing limited partnership interests in Energy Transfer (each, an "Energy Transfer common unit") for the ten (10) trading days immediately preceding the Closing Date was $13.45.
( 3 )Pursuant to the Merger Agreement, each eligible common unit of the Issuer that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.07 Energy Transfer common units (the "common unit merger consideration"). The average closing price of an Energy Transfer common unit for the ten (10) trading days immediately preceding the Closing Date was $13.45.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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