Sec Form 4 Filing - ARCLIGHT ENERGY PARTNERS FUND V, L.P. @ American Midstream Partners, LP - 2016-12-01

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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
ARCLIGHT ENERGY PARTNERS FUND V, L.P.
2. Issuer Name and Ticker or Trading Symbol
American Midstream Partners, LP [ AMID]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
SEE REMARKS
(Last) (First) (Middle)
C/O ARCLIGHT CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 55TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2016
(Street)
BOSTON, MA02117
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 (Limited Partner Interests) 12/01/2016 P 626,304 ( 1 ) A $ 14.32 4,224,284 ( 2 ) ( 3 ) I See Footnote ( 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
ARCLIGHT ENERGY PARTNERS FUND V, L.P.
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA02117
X X SEE REMARKS
Magnolia Infrastructure Holdings, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA02117
X X
Magnolia Infrastructure Partners, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA02117
X X
High Point Infrastructure Partners, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA02117
X X
ArcLight Capital Holdings, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA02117
X X
ArcLight Capital Partners, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA02117
X X
Revers Daniel R
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON, MA02117
X X
American Midstream GP, LLC
ATTENTION: REGINA GREGORY
2103 CITYWEST BLVD. | BLDG. 4 - 7TH FLO
HOUSTON, TX77042
X X
Signatures
/s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President 12/05/2016
Signature of Reporting Person Date
/s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, By: Daniel R. Revers, President 12/05/2016
Signature of Reporting Person Date
/s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President 12/05/2016
Signature of Reporting Person Date
/s/ Regina Gregory, AMERICAN MIDSTREAM GP, LLC, By: Regina Gregory, Senior Vice President 12/05/2016
Signature of Reporting Person Date
/s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner 12/05/2016
Signature of Reporting Person Date
/s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner 12/05/2016
Signature of Reporting Person Date
/s/ Daniel R. Revers, ARCLIGHT ENERGY PARTNERS FUND V, L.P., By: ArcLight PEF GP V, LLC, its General Partner, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner 12/05/2016
Signature of Reporting Person Date
/s/ Daniel R. Revers 12/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common units were purchased from AIM Midstream Holdings, LLC by Busbar II, LLC ("Busbar"), a direct, wholly owned subsidiary of ArcLight Energy Partners Fund V, L.P. ("Fund V").
( 2 )Does not include (i) 7,075,922 Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP"), which do not have an expiration date and are convertible in whole or in part on an approximate 1.0992:1 basis into common units at any time after January 1, 2014, (ii) 3,031,542 Series A-2 Convertible Preferred Units held by Magnolia (as defined below), which do not have an expiration date and are convertible in whole or in part on an approximate 1.0992:1 basis into common units at any time, (iii) 8,792,205 Series C Convertible Preferred Units (the "Series C Units") held directly by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"), which do not have an expiration date and are convertible in whole or in part on an approximate 1:1.0007 basis into common units at any time and (iv) 2,333,333 Series D Convertible Preferred Units (the "Series D Units")
( 3 )(Continued from Footnote 2) held directly by Magnolia Holdings and are convertible in whole or in part on one-for-one basis, subject to anti-dilution and certain other adjustments, into common units at any time after June 30, 2017. On or prior to June 30, 2017, subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series D Units.
( 4 )Busbar directly owns 2,255,754 common units out of the 4,224,284 common units reflected in Column 5. Magnolia Infrastructure Partners, LLC, an indirect, wholly owned subsidiary of Fund V ("Magnolia"), directly owns 618,921 common units out of the 4,224,284 common units reflected in Column 5. American Midstream GP, LLC (the "General Partner") directly owns 1,349,609 common units out of the 4,224,284 common units reflected in Column 5.

Remarks:
ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and Fund V, the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V directly owns Busbar and Magnolia Holdings, which owns Magnolia. Fund V through indirectly controlled subsidiaries, owns approximately 90% of the ownership interest in HPIP, which in turn owns 95% of the General Partner. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Busbar, Magnolia Holdings, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

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