Sec Form 13D Filing - Chord Energy Corp (CHRD) filing for Oasis Midstream Partners LP (OMP) - 2022-01-04

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

Oasis Midstream Partners LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

67420T 206

(CUSIP Number)

Nickolas J. Lorentzatos

1001 Fannin Street, Suite 1500, Houston TX 77002

Tel: (281) 404-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 29, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 67420T 206 13D Page 2 of 11

CUSIP No. 67420T 206 13D Page 3 of 11

CUSIP No. 67420T 206 13D Page 4 of 11

CUSIP No. 67420T 206 13D Page 5 of 11

CUSIP No. 67420T 206 13D Page 6 of 11

Explanatory Note

This Amendment No. 6 (this “Amendment”) amends and supplements the Schedule 13D filed on September 25, 2017, as amended by Amendment No. 1 to the Schedule 13D filed on November 19, 2018, Amendment No. 2 to the Schedule 13D filed on March 19, 2021, Amendment No. 3 to the Schedule 13D filed on April 1, 2021, Amendment No. 4 to the Schedule 13D filed on July 2, 2021 , and Amendment No. 5 to the Schedule 13D filed on November 2, 2021 (as amended, the “Original Schedule 13D”), by OMS Holdings LLC, a Delaware limited liability company (“OMS Holdings”), Oasis Petroleum LLC, a Delaware limited liability company (“Oasis Petroleum”), and Oasis Petroleum Inc., a Delaware corporation (“OAS”), with respect to the common units (“Partnership Common Units”) representing limited partner interests in Oasis Midstream Partners LP, a Delaware limited partnership (the “Issuer” or “Partnership”).

This Amendment is being filed to, among other things, add Oasis Investment Holdings LLC, a Delaware limited liability company (“Oasis Investment Holdings”), and Oasis Petroleum North America LLC, a Delaware limited liability company (“OPNA” and, together with Oasis Investment Holdings, OAS, OMS Holdings and Oasis Petroleum, the “Reporting Persons”) as reporting persons hereunder and is being filed on behalf of the Reporting Persons. Except as otherwise specified in this Amendment, all items left blank or not reported remain unchanged in all material respects. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

This Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as set forth below:

(a) This Schedule 13D is being filed jointly by each of the following persons:

(i) OMS Holdings LLC, a Delaware limited liability company (“OMS Holdings”);

(ii) Oasis Investment Holdings LLC, a Delaware limited liability company (“Oasis Investment Holdings”);

(iii) Oasis Petroleum North America LLC, a Delaware limited liability company (“OPNA”);

(iv) Oasis Petroleum LLC, a Delaware limited liability company (“Oasis Petroleum”); and

(v) Oasis Petroleum Inc., a Delaware corporation (“OAS” and together with OMS Holdings, Oasis Investment Holdings, OPNA and Oasis Petroleum, the “Reporting Persons”);

OAS is a public company and owns 100% of the equity interests of Oasis Petroleum. Oasis Petroleum owns 100% of the equity interests of each of OPNA and OMS Holdings. OMS Holdings owns 87.3% of the equity interests in, and is the managing member of, Oasis Investment Holdings, and OPNA owns the remaining 12.7% of the equity interests in Oasis Investment Holdings. OMS Holdings owns 100% of the equity interests in, and is the sole member of, OMP GP LLC, a Delaware limited liability company and the general partner of the Issuer (the “General Partner”). The General Partner owns the non-economic general partner interest in the Issuer.

OMS Holdings is a limited partner of the Issuer and the record holder of 21,846,032 common units, representing a 44.9% limited partner interest. Oasis Investment Holdings is a limited partner of the Issuer and the record holder of 12,000,000 common units, representing a 24.7% limited partner interest.

(b) The address of the principal office of each of the Reporting Persons is 1001 Fannin Street, Suite 1500, Houston, Texas 77002.

(c) The name, residence or business address and present principal occupation or employment of each director and executive officer of each of the Reporting Persons are listed on Schedule I hereto.

(i) OMS Holdings’ principal business is to hold equity interests in certain subsidiaries that own certain gas gathering, crude oil gathering, produced water gathering, freshwater distribution and crude oil transportation assets as a wholly owned subsidiary of Oasis Petroleum, including holding equity interests in the Issuer, Oasis Investment Holdings and the General Partner;

7

(ii) Oasis Investment Holdings’ principal business is to hold and develop certain non-operated, non-reservation oil and gas assets and to hold equity interests in the Issuer;

(i) OPNA’s principal business is to engage in certain crude oil and natural gas exploration and production activities as a wholly owned subsidiary of Oasis Petroleum and to hold equity interests in Oasis Investment Holdings;

(iv) Oasis Petroleum’s principal business is to engage in certain crude oil and natural gas exploration and production activities as a wholly owned subsidiary of OAS and to hold equity interests in OMS Holdings;

(v) OAS’s principal business is crude oil and natural gas exploration and production and to hold equity interests in its subsidiaries, including Oasis Petroleum;

(d) During the last five years, none of the Reporting Persons nor any directors and executive officers of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws.

(f) Not applicable.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the general partners, executive officers, board of directors and each person controlling the Reporting Persons, as applicable (collectively, the “Covered Persons”), required by Item 2 of Schedule 13D is provided on Schedule I and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the Covered Persons listed on Schedule I as a director or executive officer of OMS Holdings, Oasis Investment Holdings, OPNA, Oasis Petroleum or OAS has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This Item 3 shall be deemed to amend and supplement Item 3 of the Original Schedule 13D as set forth below:

On December 29, 2021, OMS Holdings and Oasis Investment Holdings entered into that certain Contribution Agreement attached hereto as Exhibit L (the “Contribution Agreement”), pursuant to which OMS Holdings contributed 12,000,000 Partnership Common Units held by OMS Holdings to Oasis Investment Holdings in exchange for an 87.3% membership interest in Oasis Investment Holdings.

On December 29, 2021, in connection with the contribution described above, OMS Holdings and OPNA entered into the Amended and Restated Limited Liability Company Agreement of Oasis Investment Holdings attached hereto as Exhibit M (the “Holdings Company Agreement”).

This Item 4 shall be deemed to amend and supplement Item 4 of the Original Schedule 13D as set forth below:

(a)

Contribution Agreement

On December 29, 2021, OMS Holdings and Oasis Investment Holdings entered into a Contribution Agreement attached hereto as Exhibit L, pursuant to which OMS Holdings contributed 12,000,000 Partnership Common Units held by OMS Holdings to Oasis Investment Holdings in exchange for an 87.3% membership interest in Oasis Investment Holdings.

8

This Amendment amends and supplements Item 6 of the Original Schedule 13D as set forth below:

Contribution Agreement

Item 3 and Item 4 above contain summaries of certain provisions of the Contribution Agreement and of the Holdings Company Agreement, which are incorporated herein by reference. Such descriptions of the Contribution Agreement and the Holdings Company Agreement are qualified in their entirety by reference to the full text of the Contribution Agreement and the Holdings Company Agreement, which are attached hereto as Exhibit L and Exhibit M, respectively, and incorporated into this Item 6 by reference.

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

9

10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 4, 2022

11