Sec Form 4 Filing - Magnolia Infrastructure Holdings, LLC @ JP Energy Partners LP - 2017-03-08

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 Magnolia Infrastructure Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol JP Energy Partners LP [ JPEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnotes 2 and 3 (Last) (First) (Middle) 200 CLARENDON STREET, 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2017 (Street) BOSTON, MA02117 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 (LIMITED PARTNER INTERESTS) 03/08/2017 D( 1 ) 3,674,187 D 0 D ( 2 ) ( 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 SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) ( 4 ) 03/08/2017 D( 4 ) 14,992,654 ( 4 ) ( 4 ) Common Units 14,992,654 ( 4 ) 0 D ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Magnolia Infrastructure Holdings, LLC 200 CLARENDON STREET BOSTON, MA02117 X X See Footnotes 2 and 3 ArcLight Capital Partners, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON, MA02117 X ArcLight Capital Holdings, LLC 200 CLARENDON STREET 55TH FLOOR BOSTON, MA02117 X ARCLIGHT ENERGY PARTNERS FUND V, L.P. 200 CLARENDON STREET 55TH FLOOR BOSTON, MA02117 X Revers Daniel R 200 CLARENDON STREET 55TH FLOOR BOSTON, MA02116 X Signatures /s/ Daniel R. Revers, Magnolia Infrastructure Holdings, LLC, By: Arclight Energy Partners Fund V, LP, its managing member, By: ArcLight PEF GP V, its general partner, By: Arclight Capital Holdings, its manager, By: Daniel R. Revers, Managing Partner 03/09/2017 Signature of Reporting Person Date /s/ Daniel R. Revers, Arclight Capital Partners, LLC, By: Daniel R. Revers, Managing Partner 03/09/2017 Signature of Reporting Person Date /s/ Daniel R. Revers, Arclight Capital Holdings, LLC, By: Daniel R. Revers, Managing Partner 03/09/2017 Signature of Reporting Person Date /s/ Daniel R. Revers, Arclight Energy Partners Fund V, LP, By: ArcLight PEF GP V, its general partner, By: Arclight Capital Holdings, its manager, By: Daniel R. Revers, Managing Partner 03/09/2017 Signature of Reporting Person Date /s/ Daniel R. Revers 03/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Converted into common units of American Midstream Partners, LP ("AMID") in connection with the merger of the issuer into a wholly-owned subsidiary of AMID effective on March 8, 2017 (the "Merger"). On March 7, 2017, the last trading day of the issuer's common units, the closing price of issuer common units was $9.44 per unit and the closing price of AMID's common units was $16.45 per unit. Each issuer common unit outstanding held by the reporting person was converted into 0.5225 AMID common units at the effective time of the Merger. ( 2 )This Form 4 is filed jointly by Magnolia Infrastructure Holdings, LLC ("Magnolia", as successor by merger to AL Lonestar, LLC, as successor by merger to Lonestar Midstream Holdings, LLC), ArcLight Capital Partners, LLC ("ArcLight Partners"), ArcLight Capital Holdings, LLC ("ArcLight Holdings"), ArcLight Energy Partners Fund V, L.P. ("ArcLight Fund V" and together with ArcLight Partners and ArcLight Holdings, the "ArcLight Entities") and Daniel R. Revers. Prior to the closing of the Merger, Magnolia owned 100% of the interests in JP Energy GP II LLC, the issuer's general partner (the "General Partner"), and was deemed to indirectly beneficially own the securities held by the General Partner, but disclaimed beneficial ownership except to the extent of its pecuniary interest therein. (Continued in Footnote 3) ( 3 )(Continued from Footnote 2) The General Partner holds a non-economic general partner interest in the issuer. Prior to the closing of the Merger, ArcLight Fund V owned and controlled, through one of its wholly owned subsidiaries, Magnolia, and therefore may have been deemed to indirectly beneficially own the securities held directly and indirectly by Magnolia. Mr. Revers is a director of the General Partner and is managing partner of ArcLight Partners. ArcLight Partners is the investment manager of, and ArcLight Holdings is the managing partner of the general partner of, ArcLight Fund V. Due to certain voting rights granted to Mr. Revers as a member of ArcLight Partners' investment committee, he may be deemed to indirectly beneficially own the units held by Magnolia. Each of the ArcLight Entities and Mr. Revers disclaims beneficial ownership of the securities held directly or indirectly by Magnolia except to the extent of their respective pecuniary interests therein. ( 4 )Each subordinated unit is the economic equivalent of one common unit. Each subordinated unit outstanding held by the reporting person was converted into the right to receive 0.5225 AMID common units at the effective time of the Merger.

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.