Sec Form 4 Filing - Stonepeak Catarina Holdings LLC @ Sanchez Midstream Partners LP - 2019-08-02

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 Stonepeak Catarina Holdings LLC 2. Issuer Name and Ticker or Trading Symbol Sanchez Midstream Partners LP [ SNMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) 55 HUDSON YARDS, 550 W. 34TH STREET, 48TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2019 (Street) NEW YORK, NY10001 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 Class C Preferred Units 08/02/2019 A( 2 ) 31,310,896 A 31,310,896 D ( 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 Class B Preferred Units ( 1 ) 08/02/2019 D( 2 ) 31,310,896 ( 1 ) ( 1 ) Common Units 31,310,896 ( 2 ) 0 D ( 5 ) ( 6 ) Warrant $ 0 ( 4 ) 08/02/2019 A( 2 ) 1,918,809 ( 3 ) ( 3 ) ( 3 ) Common Units 1,918,809 ( 3 ) ( 2 ) 1,918,809 ( 3 ) D ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stonepeak Catarina Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Stonepeak Catarina Upper Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Stonepeak Infrastructure Fund (Orion AIV) LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Stonepeak Associates LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Stonepeak GP Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Stonepeak GP Investors LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Vichie Trent D 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK, NY10001 X See Remarks Signatures /s/ Michael Dorrell 08/06/2019 Signature of Reporting Person Date /s/ Trent Vichie 08/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Preferred Units were convertible into Common Units at any time, at the holder's election, subject to the requirement to convert a minimum of $17.5 million of Class B Preferred Units. Each Preferred Unit was convertible into one Common Unit. The Class B Preferred Units had no expiration date. ( 2 )On August 2, 2019, Stonepeak Catarina Holdings LLC exchanged all of the issued and outstanding Class B Preferred Units for newly issued Class C Preferred Units of the Issuer (the "Class C Preferred Units") and a warrant exercisable for Junior Securities (as defined in the Third Amended and Restated Agreement of Limited Partnership of the Issuer filed as Exhibit 3.1 to the current report on Form 8-K filed by the Issuer on August 5, 2019) (the "Warrant") in a privately negotiated transaction. The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units. The Issuer's board of directors approved each transaction in a manner consistent with Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No additional monetary consideration was paid by or to Stonepeak Catarina Holdings LLC in connection with these transactions. ( 3 )The Warrant may be exercised at any time and from time to time during the period beginning on August 2, 2019 and ending on the later of the seventh anniversary of such date and the date thirty days after the date on which all of the Class C Preferred Units have been redeemed for a number of Junior Securities (which includes equity interests of the Issuer and its general partner that rank junior to the Class C Preferred Units, including, but not limited to, Common Units) equal to 10% of the then-outstanding applicable class of Junior Securities as of the exercise date. ( 4 )No purchase price will be payable in connection with the exercise of the Warrant ( 5 )These Preferred Units and Warrants are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by Stonepeak Catarina Upper Holdings LLC, Stonepeak Infrastructure Fund (Orion AIV) LP, Stonepeak Associates LLC, Stonepeak GP Holdings LP, Stonepeak GP Investors LLC, Stonepeak GP Investors Manager LLC, Michael Dorrell and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. ( 6 )Each Reporting Person disclaims beneficial ownership of the Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units for purposes of Section 16 of the Exchange Act, or for any other purpose.

Remarks: Exhibit 99.1: Additional Signatures.Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be directors-by-deputization by virtue of Stonepeak Catarina Holdings LLC's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina Holdings LLC, are members of the Board.

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).

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