Sec Form 4 Filing - Hammond Gabriel Arce @ SemGroup Energy Partners, L.P. - 2009-03-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Hammond Gabriel Arce
2. Issuer Name and Ticker or Trading Symbol
SemGroup Energy Partners, L.P. [ SGLP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Director of GP of Issuer
(Last) (First) (Middle)
2100 MCKINNEY AVENUE, SUITE 1825
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2009
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
SGLP General Partner Units 03/20/2009 03/20/2009 S 92,096 ( 1 ) D 0 I Indirect
SGLP Subordinated Units 03/20/2009 03/20/2009 S 1,676,067 ( 1 ) D 0 I Indirect
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
Hammond Gabriel Arce
2100 MCKINNEY AVENUE
SUITE 1825
DALLAS, TX75201
Director of GP of Issuer
Signatures
/s/ Gabriel Arce Hammond 03/23/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 18, 2008, Alerian Finance Partners, LP ("Alerian") and another lender exercised certain rights under a Loan Agreement, dated June 25, 2008 (the "Holdings Credit Agreement"), with SemGroup Holdings, L.P., the sole member of SemGroup Energy Partners G.P., L.L.C. (the "General Partner"), which is the general partner of the issuer. Under the Holdings Credit Agreement, Alerian and the other lender had the right to direct the vote of all of the membership interests of the General Partner upon an event of default under the Holdings Credit Agreement. Alerian and the other lender exercised these voting rights on July 18, 2008. Pursuant to the terms of a Purchase and Sale Agreement by and among Alerian, the other lender, and the other parties thereto, dated March 20, 2009, Alerian has sold, among other things, these voting rights held by Alerian to the other lender.
( 2 )The purchase price is not determinable at this time.

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.