Sec Form 3 Filing - Oasis Petroleum Inc. @ Crestwood Equity Partners LP - 2022-02-01

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FORM 3
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
Oasis Petroleum Inc.
2. Issuer Name and Ticker or Trading Symbol
Crestwood Equity Partners LP [ CEQP]
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)
1001 FANNIN ST., SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2022
(Street)
HOUSTON, TX77002
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 20,985,668( 1 )( 2 ) I See Footnote( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oasis Petr oleum Inc.
1001 FANNIN ST., SUITE 1500
HOUSTON, TX77002
X
Oasis Petroleum LLC
1001 FANNIN ST., SUITE 1500
HOUSTON, TX77002
X
OMS Holdings LLC
1001 FANNIN ST., SUITE 1500
HOUSTON, TX77002
X
Oasis Investment Holdings LLC
1001 FANNIN ST., SUITE 1500
HOUSTON, TX77002
X
Oasis Petroleum North America LLC
1001 FANNIN ST., SUITE 1500
HOUSTON, TX77002
X
Signatures
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Petroleum Inc. 02/11/2022
Signature of Reporting Person Date
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Petroleum LLC 02/11/2022
Signature of Reporting Person Date
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of OMS Holdings LLC 02/11/2022
Signature of Reporting Person Date
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Investment Holdings LLC 02/11/2022
Signature of Reporting Person Date
/s/ Nickolas J. Lorentzatos, Executive Vice President, General Counsel and Corporate Secretary of Oasis Petroleum North America LLC 02/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 25, 2021, by and among Oasis Midstream Partners LP, a Delaware limited partnership ("OMP"), Crestwood Equity Partners LP, a Delaware limited partnership (the "Issuer"), Project Falcon Merger Sub, a Delaware limited liability company and direct wholly owned subsidiary of the Issuer ("Merger Sub"), Project Phantom Merger Sub, a Delaware limited liability company and direct wholly owned subsidiary of the Issuer ("GP Merger Sub"), OMP GP LLC, the general partner of OMP ("OMP GP"), and, solely for the purposes of Section 2.1(a)(i) therein, Crestwood Equity GP LLC, the general partner of the Issuer, wherein Merger Sub merged with and into OMP (the "LP Merger"), with OMP surviving as a subsidiary of the Issuer and GP Merger Sub merged with and into OMP GP (the "GP Merger" and, together with the LP Merger, the "Mergers"),
( 2 )(continued from footnote 1) with OMP GP surviving the GP Merger as a wholly owned subsidiary of the Issuer. On February 1, 2022, upon the consummation of the Mergers, each common unit representing limited partner interests in OMP owned by Oasis Petroleum Inc. ("OAS") or its subsidiaries (other than the Sponsor Units (as defined in the Merger Agreement)) was converted into 0.7680 common units representing limited partner interests in the Issuer ("Crestwood Common Units").
( 3 )This Form 3 is being jointly filed by Oasis Investment Holdings LLC ("OIH"), Oasis Petroleum North America ("OPNA"), OMS Holdings LLC ("OMS Holdings"), Oasis Petroleum LLC ("Oasis Petroleum") and OAS. As of the date of this Form 3, OMS Holdings directly holds 11,769,668 Crestwood Common Units and OIH directly holds 9,216,000 Crestwood Common Units. OMS Holdings is the managing member of and owns an 87.3% membership interest in OIH. OPNA owns the remaining 12.7% membership interest in OIH. Oasis Petroleum directly owns 100% of the outstanding membership interests in each of OMS Holdings and OPNA, and OAS directly owns 100% of the outstanding membership interests in Oasis Petroleum. Accordingly, OAS, Oasis Petroleum, OMS Holdings and OPNA may be deemed to be indirect beneficial owners of the securities of the Issuer held by OIH, and OAS and Oasis Petroleum may be deemed to be indirect beneficial owners of the securities of the Issuer held by OMS Holdings.

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