Sec Form 4 Filing - HITE Hedge Asset Management LLC @ Sanchez Production Partners LP - 2016-07-19

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
HITE Hedge Asset Management LLC
2. Issuer Name and Ticker or Trading Symbol
Sanchez Production Partners LP [ spp]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE GATEWAY CENTER, 300 WASHINGTON ST. SUITE 308
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2016
(Street)
NEWTON, MA02458
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
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
Cash Settled Equity Swaps $ 0 07/14/2016 07/19/2016 S/K 200 12/31/2016 12/31/2016 Sanchez Production Partners 200 $ 11.14 165,639 I See Footnotes (1)(2)(3)(4)(5) ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Cash Settled Equity Swaps $ 0 07/15/2016 07/20/2016 S/K 400 12/31/2016 12/31/2016 Sanchez Production Partners 400 $ 11.1537 165,239 I See Footnotes (1)(2)(3)(4)(5)
Cash Settled Equity Swaps $ 0 07/18/2016 07/21/2016 S/K 500 12/31/2016 12/31/2016 Sanchez Production Partners 500 $ 11.22 164,739 I See Footnotes (1)(2)(3)(4)(5)
Cash Settled Equity Swaps $ 0 07/19/2016 07/22/2016 S/K 10,400 12/31/2016 12/31/2016 Sanchez Production Partners 10,400 $ 11.2036 154,339 I see Footnotes (1)(2)(3)(4)(5)
Cash Settled Equity Swaps $ 0 07/20/2016 07/25/2016 S/K 700 12/31/2016 12/31/2016 Sanchez Production Partners 700 $ 11.0207 153,639 I see Footnotes (1)(2)(3)(4)(5)
Cash Settled Equity Swaps $ 0 07/21/2016 07/26/2016 S/K 201 12/31/2016 12/31/2016 Sanchez Production Partners 201 $ 11.0011 153,438 I see Footnotes (1)(2)(3)(4)(5)
Cash Settled Equity Swaps $ 0 07/27/2016 08/01/2016 S/K 300 12/31/2016 12/31/2016 Sanchez Production Partners 300 $ 10.7766 153,138 I see Footnotes (1)(2)(3)(4)(5)
Cash Settled Equity Swaps $ 0 07/28/2016 08/02/2016 S/K 1,300 12/31/2016 12/31/2016 Sanchez Production Partners 1,300 $ 10.538 151,838 I see Footnotes (1)(2)(3)(4)(5)
Cash Settled Equity Swaps $ 0 07/29/2016 08/03/2016 S/K 9,103 12/31/2016 12/31/2016 Sanchez Production Partners 9,103 $ 10.3059 142,735 I see Footnotes (1)(2)(3)(4)(5)
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HITE Hedge Asset Management LLC
ONE GATEWAY CENTER
300 WASHINGTON ST. SUITE 308
NEWTON, MA02458
X
HITE MLP Caymans Ltd.
C/O WALKERS SPV LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, E9KY1-9001
Owner of Derivative Securities
HITE HEDGE OFFSHORE LTD
C/O WALKERS CORPORATE SERVICES LIMITED
WALKER HOUSE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9005
Owner of Derivative Securities
HITE Hedge LP
ONE GATEWAY CENTER
300 WASHINGTON ST., SUITE 308
NEWTON, MA02458
X
HITE MLP LP
ONE GATEWAY CENTER
300 WASHINGTON ST., SUITE 308
NEWTON, MA02458
X
HITE Hedge QP LP
ONE GATEWAY CENTER
300 WASHINGTON ST., SUITE 308
NEWTON, MA02458
X
HITE MLP Advantage LP
ONE GATEWAY CENTER, SUITE 308
300 WASHINGTON STREET
NEWTON, MA02458
X
Jampel James M
ONE GATEWAY CENTER
300 WASHINGTON ST., SUITE 308
NEWTON, MA02458
Member of Investment Manager
Signatures
James Conant 08/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities disclosed in this Form 4 may be deemed indirectly beneficially owned by HITE Hedge Asset Management LLC. The securities are directly held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP, and HITE MLP Advantage LP (collectively, the "HITE Funds"), for which HITE Hedge Asset Management LLC is the investment adviser. Mr. Jampel serves as Managing Member of HITE of HITE Hedge Asset Management LLC.
( 2 )(Continued from footnote 1) Each of HITE Hedge Asset Management LLC and Mr. Jampel may be deemed to be the indirect beneficial owners of such Common Units held by the HITE Funds by virt ue f their direct and indirect control of the HITE funds.
( 3 )(Continued from footnote 2) the reporting Persons are filing this report because each of the ReportingPersons is a member of a Sections 13(g) group with HITE Hedge Asset Management LLC as disclosed in a Schedule 13G filed on behalf of the Reporting Persons on April 22, 2016. As of April 22, 2016, the member of this Section 13(g) group collectively owned more than 10% of the Issuer's outstanding Common Units. Each Reporting Person disclaims beneficial ownership of the Common Units reported herein except to the extent of is or its pecuniary interest therein.
( 4 )The number of Common Units reported herein does not include an additional aggregate 204,474 common units HITE believes the Reporting Persons are entitled to receive pursuant to the terms of the Issuer's Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2015. The Reporting Persons are in discussions with the Issuer about their entitlement to these Common Units.
( 5 )In addition to the Common Units reported herein, two other funds(HITE Hedge Offshore, Ltd., HITE MLP Caymans, Ltd.)for which HITE serves as investment adviser have exposure to 169,000 units (142,735 after the sales) through cash-settled equity swaps (the "Equity Swaps") under which its profit will be bad upon any increase in value in the common units and its loss will be based upon any decrease in the value of the common units over the term of the transactions. The Equity Swaps may only be settled in cash and do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any common units and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any common units that may be referenced int the swap contracts or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.

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