Sec Form 4 Filing - Stonepeak Catarina Holdings LLC @ Evolve Transition Infrastructure LP - 2021-04-30

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
Stonepeak Catarina Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
Evolve Transition Infrastructure LP [ SNMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
55 HUDSON YARDS, 550 W. 34TH STREET, 48TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2021
(Street)
NEW YORK, NY10001
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 04/30/2021 A 13,763,249 A 48,876,900 D ( 3 ) ( 4 )
Common Units 4,509,792 I ( 2 ) ( 3 ) ( 4 ) See Footnotes ( 2 ) ( 3 ) ( 4 )
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
Stonepeak Catarina Holdings LLC
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Stonepeak Catarina Upper Holdings LLC
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Stonepeak Infrastructure Fund (Orion AIV) LP
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Stonepeak Associates LLC
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Stonepeak GP Holdings LP
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Stonepeak GP Investors LLC
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Stonepeak GP Investors Manager LLC
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Dorrell Michael B.
55 HUDSON YARDS
550 W. 34TH STREET, 48TH FLOOR
NEW YORK, NY10001
X See Remarks
Stonepeak Texas Midstream Holdco LLC
550 WEST 34TH STREET
48TH FLOOR
NEW YORK, NY10001
X See Remarks
Signatures
/s/ Michael Dorrell 05/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 30, 2021, the Reporting Persons provided notice of its election to receive the first quarter 2021 quarterly distribution on the Class C Preferred Units in the form of Common Units, pursuant to which Stonepeak Catarina will acquire 13,763,249 Common Units on May 20, 2021.
( 2 )These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina is the sole member of SPCE Sub.
( 3 )Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Mr. Dorrell serves as the sole controlling managing member of Stonepeak GP Investors Manager LLC.
( 4 )Each Reporting Person disclaims beneficial ownership of the Common Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Common Units for purposes of Section 16 of the Exchange Act, or for any other purpose.

Remarks:
Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina, are members of the Board. In addition, Michael Bricker and John Steen also serve as members of the Board.

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).
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