Sec Form 3/A Filing - SP Common Equity Subsidiary LLC @ Sanchez Midstream Partners LP - 2020-09-07

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FORM 3/A
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
SP Common Equity Subsidiary 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) _____ Other (specify below)
(Last) (First) (Middle)
1360 POST OAK BOULEVARD, SUITE 2400
3. Date of Earliest Transaction (MM/DD/YY)
09/07/2020
(Street)
HOUSTON, TX77056
4. If Amendment, Date Original Filed (MM/DD/YY)
09/17/2020
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 4,650,439 ( 1 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SP Common Equity Subsidiary LLC
1360 POST OAK BOULEVARD, SUITE 2400
HOUSTON, TX77056
X
SP Common Equity LLC
1360 POST OAK BOULEVARD, SUITE 2400
HOUSTON, TX77056
X
SANCHEZ ANTONIO R III
1360 POST OAK BOULEVARD, SUITE 2400
HOUSTON, TX77056
X X
SANCHEZ ANTONIO R JR
1360 POST OAK BOULEVARD, SUITE 2400
HOUSTON, TX77056
X
Sanchez Patricio D.
1360 POST OAK BOULEVARD, SUITE 2400
HOUSTON, TX77056
X
Sanchez Eduardo Augusto
1360 POST OAK BOULEVARD, SUITE 2400
HOUSTON, TX77056
X
Signatures
/s/ Antonio R. Sanchez, III, Attorney in fact of each natural person Reporting Owner, Managing Member of each non-natural person Reporting Owner 09/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms and provisions of that certain Contribution and Exchange Agreement, by and among SP Common Equity LLC ("SPCE"), SP Capital Holdings, LLC ("SP Capital") and Stonepeak Catarina Holdings, LLC ("Stonepeak Catarina"), dated as of September 7, 2020 (the "Agreement"), Antonio R. Sanchez, Jr. and certain affiliates of Antonio R. Sanchez, Jr. (collectively, the "Sanchez Holders") irrevocably committed to contribute an aggregate of 4,650,439 Common Units to SP Common Equity Subsidiary LLC ("SPCE Sub") as partial consideration for units representing membership interests in SPCE. This amount includes 140,647 Common Units that are subject to vesting.
( 2 )SPCE Sub is a wholly owned subsidiary of SPCE. However, pursuant to the terms of the Agreement, upon completion of the contribution of Common Units by the Sanchez Holders to SPCE Sub, Stonepeak Catarina will become the sole member of SPCE Sub, and each of SP Capital and SPCE will have the right to certain cash receipts from the Class C Preferred Units and Common Units beneficially owned by Stonepeak Catarina (including Common Units irrevocably contributed to SPCE Sub). Stonepeak Catarina and its direct and indirect control persons separately filed a Form 4 on September 9, 2020, to report their acquisition of indirect beneficial ownership of the Common Units irrevocably committed to SPCE Sub by the Sanchez Holders on September 7, 2020.
( 3 )Each of Antonio R. Sanchez, Jr., Antonio R. Sanchez, III, Patricio D. Sanchez and Eduardo A. Sanchez are managing members of SPCE and share voting and dispositive power over the securities controlled by SPCE. SPCE is the sole member of SPCE Sub.

Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney, Exhibit 24.2 - Power of Attorney and Exhibit 24.3 - Power of Attorney. This amendment is being filed solely to attach as exhibits the Powers of Attorney for Antonio R. Sanchez, Jr., Patricio D. Sanchez and Eduardo A. Sanchez, respectively.

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